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Agenda 09/11/2018 Item #11A09/11/2018 EXECUTIVE SUMMARY Recommendation to approve a Resolution amending and supplementing Resolution 2017-141 in certain respects, which Resolution 2017-141 authorized the issuance by Collier County of Tourist Development Tax Revenue Bonds from time to time; Authorizing the issuance of not exceeding $70,000,000 aggregate principal amount of Collier County, Florida Tourist Development Tax Revenue Bonds, Series 2018 in order to finance costs of the development, acquisition, construction and equipping of a regional tournament caliber amateur sports complex; making certain covenants and agreements with respect to said bonds; authorizing the awarding of said bonds pursuant to a public bid; delegating certain authority to the County Manager for the award of the bonds and the approval of the terms and details of said bonds; authorizing the publication of a Notice of Sale for the bonds or a summary thereof; authorizing the distribution of a preliminary official statement; appointing the paying agent and registrar for said bonds; establishing a book-entry system of registration for the bonds; authorizing the execution and delivery of a continuing disclosure certificate; and providing for an effective date. OBJECTIVE: To approve the enabling documents necessary to provide for an open market competitive bid; related award and issuance of not exceeding $70,000,000 in aggregate principal amount of tourist development tax revenue bonds, series 2018. CONSIDERATIONS: This executive summary provides as attachments required documents necessary to issue bonds for the construction and equipping of a new tournament caliber amateur sports complex on 60 acres of property recently acquired by the County. Also attached is the Plan of Finance prepared by PFM Financial Advisor’s, LLC., the County’s independent financial advisor and resolution 2017-141. In early 2015, staff reported that there was insufficient capacity to meet existing and an ever -increasing demand for local and regional sports facility needs. The result of staff’s report was the engagement of Hunden Partners in October 2015 to evaluate existing facilities and provide recommendations for additional facility amenities. In June 2016 the Board voted to accept Hunden’s report and directed staff to begin various site feasibility studies based upon report recommendations. Staff site review efforts culminated in February 2017 with the Board narrowing the options to two properties - one being the City Gate site. In June 2017, the Board approved a resolution which authorized the issuance of commercial paper through the Florida Local Government Finance Commission to purchase the eventual amateur sports complex site. In March 2018, staff presented a financing plan for Board consideration and received Board support to discuss in detail provisions to acquire the City Gate site. In April 2018, $12,000,000 in commercial paper was drawn to acquire the 60-acre City Gate site. Paralleling the above site feasibility review and acquisition track, discussions occurred, recommendations were developed, and the Board eventually approved amendments to the County’s Tourist Development Tax Ordinance 92-60 providing for the institution of an additional one cent tourist development tax and the approval of Resolution 2017-141 which authorized the issuance of not to exceed $70,000,000 in tourist development tax bonds. Noteworthy provisions in this process included; Consistent with the amendment to Ordinance 92-60, the Board increased the TDT tax by one cent to five cents; from the additional once cent, the Board capped annual debt service on TDT debt at $3,750,000 and redirected the remaining proceeds to destination marketing; further, proceeds from the first three cents were re-allocated providing more funding to beach re-nourishment and capping museum funding at $2,000,000. Tourist Development Tax Bonds were validated by the Twentieth Judicial Circuit Court in October 2017 which provides for the authority to issue bonds; establishes the purpose of the obligation as legal and that the bonds comply with the requirements of law. Further, that the 11.A Packet Pg. 200 09/11/2018 project is consistent with the tourist development plan and that all five cents would be available to be pledged to secure the Bonds. The Plan of Finance is summarized below; Item Description Pledge Revenues: 5% TDT Sizing Constraint - Annual $3,750,000 Debt Service Structure: Level (equal payment in every year) Financing Term: 25 years (not to exceed 30) Additional Bonds Test: 2x coverage (revenue / debt service) First Interest Payment Date: April 1, 2019 Call Redemption Feature: 10 years, at par Debt Service Reserve Fund: $0 The full amount of TDT revenues will be pledged toward repayment of the Series 2018 Bonds. This will enhance coverage and lead to the most attractive cost of finance through the competitive market bidding process. It should be noted that only a portion of the pledge will be necessary to pay annual debt service consistent with the Board’s $3,750,000 sizing constraint. To increase the amount of debt issued, it is anticipated that the financing term will be 30 years. FINANCE COMMITTEE RECOMMENDATION: The Finance Committee after discussion recommended by super majority vote to approve the Plan of Finance as recommended by the County’s independent financial advisor. FISCAL IMPACT: Closing on the bond issue is expected on or about October 24, 2018. Bond proceeds on the project anticipated to be in the $60,000,000 to $65,000,000 range dependent upon market conditions and will likely be paid out in various construction increments over a period not to exceed three years from closing. Annual debt service will not exceed $3,750,000. GROWTH MANAGEMENT IMPACT: None LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is approved as to form and legality, and requires majority vote for approval. -JAK RECOMMENDATION: That the Resolution be approved. Prepared by: Mark Isackson, Director of Corporate Finance and Management Services, Office of Management and Budget ATTACHMENT(S) 1. 2018_TDT_Plan of Finance memo (PDF) 2. [Linked] Resolution 2017-141 (PDF) 3. Supplemental Resolution (PDF) 4. EXHIBIT A - Form of Official Notice of Sale (PDF) 5. [Linked] EXHIBIT B - Form of Preliminary Official Statement (PDF) 6. EXHIBIT C - Form of Continuing Disclosure Certificate (PDF) 11.A Packet Pg. 201 09/11/2018 COLLIER COUNTY Board of County Commissioners Item Number: 11.A Doc ID: 6545 Item Summary: Recommendation to approve a Resolution amending and supplementing Resolution 2017-141 in certain respects, which Resolution 2017-141 authorized the issuance by Collier County of Tourist Development Tax Revenue Bonds from time to time; Authorizing the issuance of not exceeding $70,000,000 aggregate principal amount of Collier County, Florida Tourist Development Tax Revenue Bonds, Series 2018 in order to finance costs of the development, acquisition, construction and equipping of a regional tournament caliber amateur sports complex; making certain covenants and agreements with respect to said bonds; authorizing the awarding of said bonds pursuant to a public bid; delegating certain authority to the County Manager for the award of the bonds and the approval of the terms and details of said bonds; authorizing the publication of a Notice of Sale for the bonds or a summary thereof; authorizing the distribution of a preliminary official statement; appointing the paying agent and registrar for said bonds; establishing a book-entry system of registration for the bonds; authorizing the execution and delivery of a continuing disclosure certificate; and providing for an effective date. (Mark Isackson, Corporate Financial and Management Services Division Director) Meeting Date: 09/11/2018 Prepared by: Title: Operations Coordinator – Office of Management and Budget Name: Valerie Fleming 08/29/2018 4:04 PM Submitted by: Title: Operations Coordinator – Office of Management and Budget Name: Valerie Fleming 08/29/2018 4:04 PM Approved By: Review: Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 08/29/2018 4:04 PM Budget and Management Office Mark Isackson Additional Reviewer Completed 08/30/2018 9:45 AM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 08/30/2018 11:43 AM County Manager's Office Nick Casalanguida Level 4 County Manager Review Completed 09/01/2018 8:45 AM Board of County Commissioners MaryJo Brock Meeting Pending 09/11/2018 9:00 AM 11.A Packet Pg. 202 2222 Ponce de Leon Boulevard Third floor Coral Gables, FL 33134 www.pfm.com July 12, 2018 Memorandum To: Collier County, Florida From: PFM Financial Advisors LLC Re: Tourist Development Tax Revenue Bonds, Series 2018 Executive Summary The purpose of this memorandum is to outline the plan of finance for the County’s funding of the cost of a regional sports complex. Pursuant to the Tourist Development Tax Ordinance, the County implements a Tourist Development Tax (“TDT”) at the rate of 5%. The full amount of the TDT revenues will be pledged towards the repayment of the County’s planned Tourist Development Tax Revenue Bonds, Series 2018 (the “Bonds”). The objective of the financing is to achieve a cost-efficient financing that maximizes the proceeds to be applied towards the project. As described in further detail below, it should be noted that the plan of finance and structure of the financing will be such that only a subset of the TDT revenues will be anticipated to pay the debt service on the Bonds. However we believe that this comprehensive revenue pledge will enhance the County’s ability to achieve high-grade credit ratings and thus reduce the overall borrowing cost on the Bonds. We recommend the bonds are sold as a public offering via a competitive sale process, consistent with the County’s historical practice. Structuring the 2018 Bonds The 2018 Bonds will be structured in a conservative manner that is consistent with the County’s general approach to project financing. Additionally we anticipate that the revenue pledge will be robust enough to achieve high-grade ratings (targeting ‘AA’ category) that allow the County to achieve a low true interest cost. As noted above the plan of finance includes a pledge of the County’s full TDT revenues, however the financing will be structured in such a way that the debt service doesn’t exceed $3.75 million in any given year, which is approximately less than 15% of the TDT Revenue collected in the fiscal year ending 9/30/2017. The table below summarizes the structural features anticipated in the plan of finance. Item Description Pledge Revenues: 5% TDT Sizing Constraint – Annual $3,750,000 Debt Service Structure: Level (equal payment in every year) Financing Term: 25 years (not to exceed 30) Additional Bonds Test: 2x coverage (revenue / debt service) First Interest Payment Date: April 1, 2019 Call Redemption Feature: 10 years, at par Debt Service Reserve Fund: $0 Credit Enhancement/Bond Insurance: Bidder’s option The structure for the 2018 Bonds, in particular the revenue pledge and annual debt service constraint should create an attractive security for the rating agencies and investor community. Based on the prior year’s TDT collections (approximately $5.3 million per 1% TDT), debt service coverage for the 2018 Bonds would be a very healthy 7x. Again, the actual sizing of the bond par amount will be based on only $3.75 million of revenue being applied for debt service. The chart below illustrates the projected debt service coverage and actual revenues used for debt service. 11.A.1 Packet Pg. 203 Attachment: 2018_TDT_Plan of Finance memo (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 authorization of July 12, 2018 Page 2 of 2 Estimated Results for the 2018 Bonds, based on current market conditions Based on the structural features described above and current market conditions, including yield curve and investor appetite, we anticipate that the 2018 Bonds will receive significant investor interest during the competitive sale period. The table below provides indicative results for the Bonds, again estimated on today’s market conditions. Total Proceeds Generated (Par + Premium) $58,362,334 True Interest Cost 4.121% Maximum Annual Debt Service $3,750,000 Average Annual Debt Service $3,747,468 Total Debt Service $93,686,700 Conclusion The plan of finance and method of sale should result in an attractive borrowing cost for the project. We anticipate that the security structure will achieve strong credit ratings and significant interest from the investor community. As such, PFM is comfortable recommending that the County offer the 2018 Bonds via a competitive sale process based on the lowest true interest cost bid. Please don’t hesitate to contact us with any questions or comments on the plan. We look forward to continuing to work with the County towards the development of their project. 11.A.1 Packet Pg. 204 Attachment: 2018_TDT_Plan of Finance memo (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 authorization of Jul 10, 2018 11:35 am Prepared by PFM Financial Advisors LLC Page 1 SOURCES AND USES OF FUNDS Collier County, Florida TDT Tourist Development Tax Revenue Bonds, Series 2018 $3.75MM Annual Revenue Constraint Sized to Capacity Sources: Bond Proceeds: Par Amount 52,930,000.00 Premium 5,432,334.40 58,362,334.40 Uses: Project Fund Deposits: Project Fund 57,586,381.40 Delivery Date Expenses: Cost of Issuance 246,653.00 Underwriter's Discount 529,300.00 775,953.00 58,362,334.40 Note: PRELIMINARY NUMBERS. FOR ESTIMATE PURPOSES ONLY. 11.A.1 Packet Pg. 205 Attachment: 2018_TDT_Plan of Finance memo (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 authorization of Jul 10, 2018 11:35 am Prepared by PFM Financial Advisors LLC Page 2 BOND SUMMARY STATISTICS Collier County, Florida TDT Tourist Development Tax Revenue Bonds, Series 2018 $3.75MM Annual Revenue Constraint Sized to Capacity Dated Date 10/01/2018 Delivery Date 10/01/2018 First Coupon 04/01/2019 Last Maturity 10/01/2043 Arbitrage Yield 3.599483% True Interest Cost (TIC) 4.121356% Net Interest Cost (NIC) 4.385099% All-In TIC 4.161872% Average Coupon 4.984767% Average Life (years) 15.447 Duration of Issue (years) 10.777 Par Amount 52,930,000.00 Bond Proceeds 58,362,334.40 Total Interest 40,756,700.00 Net Interest 35,853,665.60 Total Debt Service 93,686,700.00 Maximum Annual Debt Service 3,750,000.00 Average Annual Debt Service 3,747,468.00 Underwriter's Fees (per $1000) Average Takedown Other Fee 10.000000 Total Underwriter's Discount 10.000000 Bid Price 109.263243 Par Average Average PV of 1 bp Bond Component Value Price Coupon Life change Bond Component 52,930,000.00 110.263 4.985% 15.447 41,974.80 52,930,000.00 15.447 41,974.80 All-In Arbitrage TIC TIC Yield Par Value 52,930,000.00 52,930,000.00 52,930,000.00 + Accrued Interest + Premium (Discount) 5,432,334.40 5,432,334.40 5,432,334.40 - Underwriter's Discount -529,300.00 -529,300.00 - Cost of Issuance Expense -246,653.00 - Other Amounts Target Value 57,833,034.40 57,586,381.40 58,362,334.40 Target Date 10/01/2018 10/01/2018 10/01/2018 Yield 4.121356% 4.161872% 3.599483% 11.A.1 Packet Pg. 206 Attachment: 2018_TDT_Plan of Finance memo (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 authorization of Jul 10, 2018 11:35 am Prepared by PFM Financial Advisors LLC Page 3 BOND SUMMARY STATISTICS Collier County, Florida TDT Tourist Development Tax Revenue Bonds, Series 2018 $3.75MM Annual Revenue Constraint Sized to Capacity Note: PRELIMINARY NUMBERS. FOR ESTIMATE PURPOSES ONLY. 11.A.1 Packet Pg. 207 Attachment: 2018_TDT_Plan of Finance memo (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 authorization of Jul 10, 2018 11:35 am Prepared by PFM Financial Advisors LLC Page 4 BOND DEBT SERVICE Collier County, Florida TDT Tourist Development Tax Revenue Bonds, Series 2018 $3.75MM Annual Revenue Constraint Sized to Capacity Annual Period Debt Debt Ending Principal Coupon Interest Service Service 04/01/2019 1,298,825 1,298,825 10/01/2019 1,150,000 4.000% 1,298,825 2,448,825 3,747,650 04/01/2020 1,275,825 1,275,825 10/01/2020 1,195,000 4.000% 1,275,825 2,470,825 3,746,650 04/01/2021 1,251,925 1,251,925 10/01/2021 1,245,000 4.000% 1,251,925 2,496,925 3,748,850 04/01/2022 1,227,025 1,227,025 10/01/2022 1,295,000 4.000% 1,227,025 2,522,025 3,749,050 04/01/2023 1,201,125 1,201,125 10/01/2023 1,345,000 5.000% 1,201,125 2,546,125 3,747,250 04/01/2024 1,167,500 1,167,500 10/01/2024 1,410,000 5.000% 1,167,500 2,577,500 3,745,000 04/01/2025 1,132,250 1,132,250 10/01/2025 1,485,000 5.000% 1,132,250 2,617,250 3,749,500 04/01/2026 1,095,125 1,095,125 10/01/2026 1,555,000 5.000% 1,095,125 2,650,125 3,745,250 04/01/2027 1,056,250 1,056,250 10/01/2027 1,635,000 5.000% 1,056,250 2,691,250 3,747,500 04/01/2028 1,015,375 1,015,375 10/01/2028 1,715,000 5.000% 1,015,375 2,730,375 3,745,750 04/01/2029 972,500 972,500 10/01/2029 1,805,000 5.000% 972,500 2,777,500 3,750,000 04/01/2030 927,375 927,375 10/01/2030 1,895,000 5.000% 927,375 2,822,375 3,749,750 04/01/2031 880,000 880,000 10/01/2031 1,990,000 5.000% 880,000 2,870,000 3,750,000 04/01/2032 830,250 830,250 10/01/2032 2,085,000 5.000% 830,250 2,915,250 3,745,500 04/01/2033 778,125 778,125 10/01/2033 2,190,000 5.000% 778,125 2,968,125 3,746,250 04/01/2034 723,375 723,375 10/01/2034 2,300,000 5.000% 723,375 3,023,375 3,746,750 04/01/2035 665,875 665,875 10/01/2035 2,415,000 5.000% 665,875 3,080,875 3,746,750 04/01/2036 605,500 605,500 10/01/2036 2,535,000 5.000% 605,500 3,140,500 3,746,000 04/01/2037 542,125 542,125 10/01/2037 2,665,000 5.000% 542,125 3,207,125 3,749,250 04/01/2038 475,500 475,500 10/01/2038 2,795,000 5.000% 475,500 3,270,500 3,746,000 04/01/2039 405,625 405,625 10/01/2039 2,935,000 5.000% 405,625 3,340,625 3,746,250 04/01/2040 332,250 332,250 10/01/2040 3,085,000 5.000% 332,250 3,417,250 3,749,500 04/01/2041 255,125 255,125 10/01/2041 3,235,000 5.000% 255,125 3,490,125 3,745,250 11.A.1 Packet Pg. 208 Attachment: 2018_TDT_Plan of Finance memo (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 authorization of Jul 10, 2018 11:35 am Prepared by PFM Financial Advisors LLC Page 5 BOND DEBT SERVICE Collier County, Florida TDT Tourist Development Tax Revenue Bonds, Series 2018 $3.75MM Annual Revenue Constraint Sized to Capacity Annual Period Debt Debt Ending Principal Coupon Interest Service Service 04/01/2042 174,250 174,250 10/01/2042 3,400,000 5.000% 174,250 3,574,250 3,748,500 04/01/2043 89,250 89,250 10/01/2043 3,570,000 5.000% 89,250 3,659,250 3,748,500 52,930,000 40,756,700 93,686,700 93,686,700 Note: PRELIMINARY NUMBERS. FOR ESTIMATE PURPOSES ONLY. 11.A.1 Packet Pg. 209 Attachment: 2018_TDT_Plan of Finance memo (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 authorization of Jul 10, 2018 11:35 am Prepared by PFM Financial Advisors LLC Page 6 BOND SOLUTION Collier County, Florida TDT Tourist Development Tax Revenue Bonds, Series 2018 $3.75MM Annual Revenue Constraint Sized to Capacity Period Proposed Proposed Total Adj Revenue Unused Debt Serv Ending Principal Debt Service Debt Service Constraints Revenues Coverage 10/01/2019 1,150,000 3,747,650 3,747,650 3,750,000 2,350 100.06271% 10/01/2020 1,195,000 3,746,650 3,746,650 3,750,000 3,350 100.08941% 10/01/2021 1,245,000 3,748,850 3,748,850 3,750,000 1,150 100.03068% 10/01/2022 1,295,000 3,749,050 3,749,050 3,750,000 950 100.02534% 10/01/2023 1,345,000 3,747,250 3,747,250 3,750,000 2,750 100.07339% 10/01/2024 1,410,000 3,745,000 3,745,000 3,750,000 5,000 100.13351% 10/01/2025 1,485,000 3,749,500 3,749,500 3,750,000 500 100.01334% 10/01/2026 1,555,000 3,745,250 3,745,250 3,750,000 4,750 100.12683% 10/01/2027 1,635,000 3,747,500 3,747,500 3,750,000 2,500 100.06671% 10/01/2028 1,715,000 3,745,750 3,745,750 3,750,000 4,250 100.11346% 10/01/2029 1,805,000 3,750,000 3,750,000 3,750,000 100.00000% 10/01/2030 1,895,000 3,749,750 3,749,750 3,750,000 250 100.00667% 10/01/2031 1,990,000 3,750,000 3,750,000 3,750,000 100.00000% 10/01/2032 2,085,000 3,745,500 3,745,500 3,750,000 4,500 100.12014% 10/01/2033 2,190,000 3,746,250 3,746,250 3,750,000 3,750 100.10010% 10/01/2034 2,300,000 3,746,750 3,746,750 3,750,000 3,250 100.08674% 10/01/2035 2,415,000 3,746,750 3,746,750 3,750,000 3,250 100.08674% 10/01/2036 2,535,000 3,746,000 3,746,000 3,750,000 4,000 100.10678% 10/01/2037 2,665,000 3,749,250 3,749,250 3,750,000 750 100.02000% 10/01/2038 2,795,000 3,746,000 3,746,000 3,750,000 4,000 100.10678% 10/01/2039 2,935,000 3,746,250 3,746,250 3,750,000 3,750 100.10010% 10/01/2040 3,085,000 3,749,500 3,749,500 3,750,000 500 100.01334% 10/01/2041 3,235,000 3,745,250 3,745,250 3,750,000 4,750 100.12683% 10/01/2042 3,400,000 3,748,500 3,748,500 3,750,000 1,500 100.04002% 10/01/2043 3,570,000 3,748,500 3,748,500 3,750,000 1,500 100.04002% 10/01/2044 3,750,000 3,750,000 10/01/2045 3,750,000 3,750,000 10/01/2046 3,750,000 3,750,000 10/01/2047 3,750,000 3,750,000 10/01/2048 52,930,000 93,686,700 93,686,700 108,750,000 15,063,300 Note: PRELIMINARY NUMBERS. FOR ESTIMATE PURPOSES ONLY. 11.A.1 Packet Pg. 210 Attachment: 2018_TDT_Plan of Finance memo (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 authorization of Jul 10, 2018 11:35 am Prepared by PFM Financial Advisors LLC Page 7 COST OF ISSUANCE Collier County, Florida TDT Tourist Development Tax Revenue Bonds, Series 2018 $3.75MM Annual Revenue Constraint Sized to Capacity Cost of Issuance $/1000 Amount Bond Counsel 0.98616 52,197.50 Disclosure Counsel 0.78893 41,758.00 Financial Advisor 0.81613 43,197.50 Rating Agency 1 0.75572 40,000.00 Rating Agency 2 0.75572 40,000.00 Paying Agent 0.09446 5,000.00 Printer 0.15114 8,000.00 BC Expenses 0.09446 5,000.00 DC Expenses 0.02834 1,500.00 Miscellaneous 0.18893 10,000.00 4.65998 246,653.00 Note: PRELIMINARY NUMBERS. FOR ESTIMATE PURPOSES ONLY. 11.A.1 Packet Pg. 211 Attachment: 2018_TDT_Plan of Finance memo (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 authorization of RESOLUTION 2017- 141 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA AUTHORIZING THE ISSUANCE OF NOT EXCEEDING 70,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF COLLIER COUNTY, FLORIDA TOURIST DEVELOPMENT TAX REVENUE BONDS IN ONE OR MORE SERIES, TO FINANCE AND/OR REFINANCE COSTS OF THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF AN AMATEUR SPORTS COMPLEX; PROVIDING FOR THE ISSUANCE OF ADDITIONAL TOURIST DEVELOPMENT TAX REVENUE BONDS FROM TIME TO TIME TO FINANCE AND/OR REFINANCE QUALIFIED CAPITAL IMPROVEMENTS WITHIN THE COUNTY; PLEDGING MONEYS RECEIVED BY THE COUNTY FROM THE TOURIST DEVELOPMENT TAX TO SECURE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON BONDS ISSUED HEREUNDER; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF BONDS ISSUED HEREUNDER; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH BONDS ISSUED HEREUNDER; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA: ARTICLE I GENERAL SECTION 1.01. DEFINITIONS. When used in this Resolution, the following terms shall have the following meanings, unless the context clearly otherwise requires: Accreted Value" shall mean, as of any date of computation with respect to any Capital Appreciation Bond, an amount equal to the principal amount of such Capital Appreciation Bond (the principal amount at its initial offering) plus the interest accrued on such Capital Appreciation Bond from the date of delivery to the original purchasers thereof to the Interest Date next preceding the date of computation or the date of computation if an Interest Date, such interest to accrue at a rate not exceeding the legal rate, compounded semiannually, plus, with respect to matters related to the payment upon redemption or acceleration of the Capital Appreciation Bonds, if such date of computation shall not be an Interest Date, a portion of the difference between the Accreted Value as of the immediately preceding Interest Date and the Accreted Value as of the immediately succeeding Interest Date, calculated based on the assumption that Accreted Value accrues during any semi-annual period in equal daily amounts on the basis of a 360 day year. Act" shall mean Section 125.0104, Florida Statutes, Chapter 125, Florida Statutes, the Tourist Development Tax Ordinance, the Constitution of the State of Florida and other applicable provisions of law. Additional Bonds" shall mean the obligations issued at any time under the provisions of Section 5.02 hereof on parity with the Series 2017 Bonds. Amortization Installment" shall mean an amount designated as such by, or provided for pursuant to, this Resolution or Supplemental Resolution of the Issuer and established with respect to the Term Bonds. Annual Debt Service" shall mean the aggregate amount of Debt Service on the Bonds for each applicable Fiscal Year. Authorized Investments" shall mean any investments that may be made by the Issuer under applicable law and which are allowed under the Issuer's investment policy. Authorized Issuer Officer" shall mean the County Manager, the Chairman, and the Clerk, and when used in reference to any act or document, also means any other person authorized by resolution of the Issuer to perform such act or sign such document. Board" shall mean the Board of County Commissioners of the Issuer. Bond Amortization Account" shall mean the separate account in the Debt Service Fund established pursuant to Section 4.04(B)hereof. Bond Counsel" shall mean Nabors, Giblin & Nickerson, P.A. or any other attorney at law or firm of attorneys, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. Bond Insurance Policy" shall mean the municipal bond new issue insurance policy or policies issued by an Insurer guaranteeing the payment of the principal of and interest on any portion of the Bonds. 2 Bondholder" or "Holder" or "holder" or any similar term, when used with reference to a Bond or Bonds, shall mean any person who shall be the registered owner of any Outstanding Bond or Bonds as provided in the registration books of the Issuer. Bonds" shall mean the Series 2017 Bonds, together with any Additional Bonds issued pursuant to this Resolution and any Subordinated Indebtedness which accedes to the status of Bonds pursuant to Section 5.04 hereof. Capital Appreciation Bonds" shall mean those Bonds of a Series so designated under the authority of the Issuer, whether by Supplemental Resolution, purchase contract, or otherwise, which may be either Serial Bonds or Term Bonds and which shall bear interest payable at maturity or redemption. In the case of Capital Appreciation Bonds that are convertible to Bonds with interest payable prior to maturity or redemption of such Bonds, such Bonds shall be considered Capital Appreciation Bonds only during the period of time prior to such conversion. Chairman" shall mean the Chairman of the Board or in his or her absence or unavailability, the Vice-Chairman of the Board or any other member of the Board that is lawfully authorized to act on behalf of the Chairman. Clerk" shall mean the Clerk of the Circuit Court and County Comptroller of Collier County, Florida and ex-Officio Clerk of the Board, and duly appointed deputy clerk and such other person as may be duly authorized to act on his or her behalf. Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations and rules thereunder in effect or proposed. Construction Fund" shall mean the fund established pursuant to Section 4.03 hereof Cost", when used in connection with a Project, shall mean (1) the Issuer's cost of physical construction; (2) costs of acquisition by or for the Issuer of such Project; (3) costs of land and interests therein and the cost of the Issuer incidental to such acquisition; 4) the cost of any indemnity and surety bonds and premiums for insurance during construction; (5) all interest due to be paid on the Bonds and other obligations during the period of acquisition and construction of such Project and for such period subsequent to completion as the Issuer shall determine; (6) engineering, legal and other consultant fees and expenses; (7) costs and expenses of the financing, including audits, fees and expenses of any Paying Agent, Registrar or depository; (8) amounts, if any, required by this Resolution to be paid into the Interest Account upon the issuance of any Series of Bonds; 9) payments, when due (whether at the maturity of principal or the due date of interest or upon redemption) on any indebtedness of the Issuer (other than the Bonds) incurred for a Project; (10) costs of machinery, equipment and supplies and reserves required by the 3 Issuer for the commencement of operation of such Project; and (11) any other costs properly attributable to such construction or acquisition, as determined by generally accepted accounting principles applicable to the Issuer, and shall include reimbursement to the Issuer for any such items of Cost heretofore paid by the Issuer and interest on any interfund loan related thereto. Any Supplemental Resolution may provide for additional items to be included in the aforesaid Costs. Counterparty" shall mean the entity entering into a Hedge Agreement with the Issuer. Counterparty would also include any guarantor of such entity's obligations under such Hedge Agreement. County Manager" shall mean the County Manager of the Issuer and any duly appointed and acting Assistant or Deputy County Manager of the Issuer and such other person as may be duly authorized to act on his or her behalf. Credit Bank" shall mean as to any particular Series of Bonds, the Person (other than an Insurer) providing a letter of credit, a line of credit or other credit or liquidity facility, as designated in the Supplemental Resolution providing for the issuance of such Bonds. Credit Facility" shall mean as to any particular Series of Bonds, an irrevocable letter of credit, a line of credit or other credit or legal liquidity facility (other than an insurance policy issued by an Insurer), as approved in the Supplemental Resolution providing for the issuance of such Bonds. Debt Service" shall mean, at any time, the aggregate amount in the then applicable period of time of (1) interest required to be paid on the Outstanding Bonds during such period of time, except to the extent that such interest is to be paid from deposits in the Interest Account or Construction Fund made from Bond proceeds for such purpose, (2) principal of Outstanding Serial Bonds maturing in such period of time, and 3) the Amortization Installments scheduled to be paid during such period of time. For purposes of this definition, (A) all amounts payable on a Capital Appreciation Bond shall be considered a principal payment in the year it becomes due, (B) with respect to debt service on any Bonds which relate to a Qualified Hedge Agreement, interest on such Bonds during the term of such Qualified Hedge Agreement shall be deemed to be the Hedge Payments coming due during such period of time, (C) if any Series of Bonds has 25% or more of the aggregate principal amount of such Series coming due in any one year, Debt Service shall be determined on such Series during such period of time as if the principal of and interest on such Series were being paid from the date of issuance thereof in substantially equal annual amounts over a period of 25 years, (D) the amount, if any, on deposit in the Reserve Account (or any subaccount thereof) on any date of calculation of Debt Service shall be deducted from the amount of principal due at the final maturity of the Bonds which are secured by such Reserve Account (or subaccount thereof) and in 4 each preceding year until such amount is exhausted, and (E) with respect to Debt Service on any Federal Subsidy Bonds, when determining the interest on such Bonds for any particular Interest Date the amount of the corresponding Federal Subsidy Payment shall be deducted from the amount of interest which is due and payable to the holders of such Bonds on the Interest Date, but only to the extent that the Issuer reasonably believes that it will be in receipt of such Federal Subsidy Payment on or prior to such Interest Date. Debt Service Fund" shall mean the fund established pursuant to Section 4.04(B) hereof. Federal Securities" shall mean non-callable direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of Treasury) or non-callable obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. Federal Subsidy Bonds" shall mean Bonds issued under Section 54AA of the Code, Section 1400U-2 of the Code or any other applicable provision of the Code, the interest on which is not exempt from federal income taxation, with respect to which the Issuer elects to receive, or is otherwise entitled to receive, Federal Subsidy Payments from the United States Department of Treasury. Federal Subsidy Payments" shall mean the direct payments made by the United States Department of Treasury to the Issuer with respect to any Federal Subsidy Bonds pursuant to Sections 54AA(g), 6431 and 1400U-2 of the Code, or any other applicable provision of the Code. Financial Advisor" shall mean, initially, PFM Financial Advisors LLC, Miami, Florida, and its successors and assigns, and any entity subsequently selected by the Issuer to serve as the Issuer's Financial Advisor. Fiscal Year" shall mean the period commencing on October 1 of each year and continuing through the next succeeding September 30, or such other period as may be prescribed by law. Fitch" means Fitch Ratings and any assigns and successors thereto. Hedge Agreement" shall mean an agreement in writing between the Issuer and the Counterparty pursuant to which (1) the Issuer agrees to pay to the Counterparty an amount, either at one time or periodically, which may, but is not required to, be determined by reference to the amount of interest (which may be at a fixed or variable rate) payable on a notional amount specified in such agreement during the period specified in such agreement and (2) the Counterparty agrees to pay to the Issuer an amount, either at one time or periodically, which may, but is not required to, be 5 determined by reference to the amount of interest (which may be at a fixed or variable rate) payable on all or a portion of a notional amount specified in such agreement during the period specified in such agreement. Hedge Agreement shall also include any financial product or agreement which is used by the Issuer as a hedging device with respect to its obligations to pay interest on Bonds, or any portion thereof, which is designated by the Issuer as "Hedge Agreement." Hedge Payments" shall mean any amounts payable by the Issuer as interest on the related notional amount under a Qualified Hedge Agreement; excluding, however, any payments due as a penalty or a fee or by virtue of termination of a Qualified Hedge Agreement or any obligation to provide collateral. Hedge Receipts" shall mean any amounts receivable by the Issuer on the related notional amount under a Qualified Hedge Agreement. Initial Project" shall mean the development, acquisition, construction and equipping of a regional tournament caliber amateur sports complex complete with eight multi-purpose fields, parking, championship stadium, and a field house with indoor courts and fields in order to attract world class amateur sporting events, all to be located on approximately 110 acres, as more particularly described in the plans and specifications on file with the Issuer, as the same may be amended or modified from time to time. Insurer" shall mean, with respect to a particular Series of Bonds, such Person as shall have issued a Bond Insurance Policy insuring such Series of Bonds, and its successors and assigns. Interest Account" shall mean the separate account in the Debt Service Fund established pursuant to Section 4.04(B)hereof. Interest Date" or "interest payment date" shall be such date or dates for the payment of interest on the Bonds as provided pursuant to Section 2.01 hereof. Investment Earnings" shall mean all income and earnings derived from the investment of moneys in the funds and accounts established hereunder, other than the Rebate Fund. Issuer" shall mean Collier County, Florida Maximum Annual Debt Service" shall mean the largest aggregate amount of the Annual Debt Service becoming due in any Fiscal Year in which Bonds are Outstanding. Maximum Interest Rate" shall mean, with respect to any particular Variable Rate Bonds, a numerical rate of interest, which shall be set forth in, or determined in accordance with, the Supplemental Resolution of the Issuer authorizing the issuance of 6 such Bonds, that shall be the maximum rate of interest such Bonds may at any particular time bear. Moody's" shall mean Moody's Investors Service, and any assigns and successors thereto. Outstanding", when used with reference to Bonds and as of any particular date, shall describe all Bonds theretofore and thereupon being authenticated and delivered except, (1) any Bond in lieu of which other Bond or Bonds have been issued under agreement to replace lost, mutilated or destroyed Bonds, (2) any Bond surrendered by the Holder thereof in exchange for other Bond or Bonds under Sections 2.05 and 2.07 hereof, 3) Bonds deemed to have been paid pursuant to Section 8.01 hereof and (4) Bonds cancelled after purchase in the open market or because of payment at or redemption prior to maturity. Paying Agent" shall mean for each Series of Bonds, the paying agent appointed by the Issuer for such Series of Bonds and its successor or assigns, if any. Person" shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization, governmental entity or other legal entity. Pledged Funds" shall mean (1) the Tourist Development Tax Revenues, and (2) until applied in accordance with the provisions of this Resolution, all moneys, including investments thereof, in the funds and accounts established hereunder except (A) for the Unrestricted Revenue Account and the Rebate Fund and (B) any moneys set aside in a particular subaccount of the Reserve Account if such moneys shall be pledged solely for the payment of a different Series of Bonds for which it was established in accordance with the provisions hereof. Policy Costs" shall mean, collectively, the repayment of draws, reasonable expenses and interest related to a Reserve Account Insurance Policy and/or Reserve Account Letter of Credit. Prerefunded Obligations" shall mean any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state (1) which are (A) not callable prior to maturity or (B) as to which irrevocable instructions have been given to the fiduciary for such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (2) which are fully secured as to principal, redemption premium, if any, and interest by a fund held by a fiduciary consisting only of cash or Federal Securities, secured in substantially the manner set forth in Section 8.01 hereof, which fund may be applied only to the payment of such principal 7 of, redemption premium, if any, and interest on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as the case may be, (3) as to which the principal of and interest on the Federal Securities, which have been deposited in such fund along with any cash on deposit in such fund are sufficient, as verified by an independent certified public accountant or other expert in such matters, to pay principal of, redemption premium, if any, and interest on the bonds or other obligations on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in clause (1) above and are not available to satisfy any other claims, including those against the fiduciary holding the same, and (4) which are rated in the highest rating category without regard to gradations, such as "+" or "-" or "1, 2 or 3" of such categories) of one of the Rating Agencies. Principal Account" shall mean the separate account in the Debt Service Fund established pursuant to Section 4.04(B)hereof. Project" shall mean any structure, property or facility for public use which the Issuer from time to time may determine to construct, acquire or equip, together with all equipment, structures and other facilities necessary or appropriate in connection therewith which are financed in whole or in part with the indebtedness secured by this Resolution. This term is to be broadly construed as including any lawful undertaking which will accrue to the benefit of the Issuer, including, without limitation, financing improvements to the Issuer's facilities,joint ventures and acquisition of partial interests or contractual rights, and including modification, disposal, replacement or cancellation of a Project previously authorized, should such modification, disposal, replacement or cancellation be permitted under this Resolution. The Initial Project constitutes a Project hereunder. Qualified Hedge Agreement" shall mean a Hedge Agreement with a Counterparty that at the time it enters into such Hedge Agreement is rated "A-" or better by Standard & Poor's and "A3" or better by Moody's. Rating Agencies" means Fitch, Moody's and Standard& Poor's. Rebate Fund" shall mean the Rebate Fund established pursuant to Section 4.04(C) hereof. Redemption Price" shall mean, with respect to any Bond or portion thereof, the principal amount or portion thereof, plus the applicable premium, if any, payable upon redemption thereof pursuant to such Bond or this Resolution. Refunding Securities" shall mean Federal Securities and Prerefunded Obligations. 8 Registrar" shall mean for each Series of Bonds, the bond registrar appointed by the Issuer for such Series of Bonds and its successor or assigns, if any. Reserve Account" shall mean the separate account in the Debt Service Fund established pursuant to Section 4.04(B)hereof. Reserve Account Insurance Policy" shall mean the insurance policy deposited in the Reserve Account in lieu of or in partial substitution for cash on deposit therein pursuant to Section 4.05(A)(4). Reserve Account Letter of Credit" shall mean a letter of credit or line of credit or other credit facility (other than a Reserve Account Insurance Policy) deposited in the Reserve Account in lieu of or in partial substitution for cash on deposit therein pursuant to Section 4.05(A)(4) hereof. Reserve Account Requirement" shall mean, as of any date of calculation for the Reserve Account, an amount equal to the lesser of(1) Maximum Annual Debt Service for all Outstanding Bonds secured thereby, (2) 125% of the average Annual Debt Service for all Outstanding Bonds secured thereby, or (3) the maximum amount of Bond proceeds which may be deposited to the Reserve Account without subjecting the same to yield restriction under the Code, or causing interest on any of the Bonds (other than Taxable Bonds) to be included in gross income for purposes of federal income taxation; provided, however, the Issuer may establish hereby or by Supplemental Resolution a different Reserve Account Requirement with respect to any particular Series of Bonds pursuant to Section 4.05(A)(4) hereof, which Reserve Account Requirement may be $0.00. In computing the Reserve Account Requirement in respect of a Series of Bonds that constitutes Variable Rate Bonds, the interest rate on such Bonds shall be assumed to be A) if such Variable Rate Bonds have been Outstanding for at least 12 months prior to the date of calculation, the highest of(i) the actual rate of interest on the date of calculation, ii) the average interest rate borne by such Variable Rate Bonds for the 12-month period preceding each date of calculation, and (iii) the Bond Buyer Revenue Bond Index most recently published prior to the time of calculation, and (B) if such Variable Rate Bonds have not been Outstanding for at least 12 months prior to the date of calculation, the higher of(i) the actual rate of interest on the date of calculation, and (ii) the Bond Buyer Revenue Bond Index most recently published prior to the time of calculation. The Reserve Account Requirement shall be calculated, and the investments on deposit in the Reserve Account shall be valued, as of September 30 of each year with respect to the next succeeding Fiscal Year. Resolution" shall mean this Resolution, as the same may from time to time be amended, modified or supplemented by Supplemental Resolution. 9 Restricted Revenue Account" shall mean the separate account in the Revenue Fund established pursuant to Section 4.04(A) hereof. Revenue Fund" shall mean the fund created pursuant to Section 4.04(A)hereof. Serial Bonds" shall mean all of the Bonds other than the Term Bonds. Series" shall mean all the Bonds delivered on original issuance in a simultaneous transaction and identified pursuant to Sections 2.01 and 2.02 hereof or a Supplemental Resolution authorizing the issuance by the Issuer of such Bonds as a separate Series, regardless of variations in maturity, interest rate, Amortization Installments or other provisions. Series 2017 Bonds" shall mean the Collier County, Florida Tourist Development Tax Revenue Bonds, Series 2017, authorized pursuant to Section 2.02 hereof. The Series 2017 Bonds shall collectively include all Series of the Series 2017 Bonds issued hereunder if the Series 2017 Bonds are issued in more than one Series pursuant to Section 2.02 hereof. Standard and Poor's" or "S&P" shall mean Standard and Poor's Ratings Services, and any assigns and successors thereto. State" shall mean the State of Florida. Subordinated Indebtedness" shall mean that indebtedness of the Issuer, subordinate and junior to the Bonds, issued in accordance with the provisions of Section 5.01 hereof or deemed subordinate and junior to the Bonds in accordance with the provisions hereof or in accordance with the provisions of such Subordinated Indebtedness. Supplemental Resolution" shall mean any resolution of the Issuer amending or supplementing this Resolution enacted and becoming effective in accordance with the terms of Sections 7.01, 7.02 and 7.03 hereof. Taxable Bonds" shall mean any Bond which states, in the body thereof, that the interest income thereon is includable in the gross income of the Holder thereof for federal income taxation purposes or that such interest is subject to federal income taxation. Notwithstanding the foregoing, except as otherwise provided herein, Taxable Bonds shall not include Federal Subsidy Bonds. Term Bonds" shall mean those Bonds which shall be designated as or authorized to be Term Bonds hereby or by Supplemental Resolution of the Issuer and which are subject to mandatory redemption by Amortization Installments. 10 Tourist Development Tax Ordinance" shall mean Ordinance No. 92-60 enacted by the Board on August 18, 1992, as amended and supplemented from time to time, particularly as amended by an Ordinance enacted by the Board on July 11, 2017. Tourist Development Tax Revenues" shall mean the proceeds of the tourist development tax received by the Issuer from its levy of such tax at the rate of five percent 5%) pursuant to the Tourist Development Tax Ordinance, and, to the extent provided by Supplemental Resolution of the Issuer, any additional tourist development tax moneys received by the Issuer pursuant to the Act. "Tourist Development Tax Revenues" shall not include proceeds of any future increases in the tourist development tax above the fifth percent (5th%) received by the Issuer pursuant to the Act, except as otherwise provided by Supplemental Resolution. Notwithstanding the foregoing, in the event a Series of Bonds is issued hereunder the proceeds of which are to be used to finance or refinance a Project for which not all of the tourist development tax proceeds received by the Issuer may be used for the payment of Debt Service on such Series of Bonds pursuant to the Act, or the Issuer determines that it does not want to utilize or pledge all of the tourist development tax proceeds generated from the five percent (5%) tax rate, the Tourist Development Tax Revenues with respect to such Series of Bonds shall be those tourist development tax proceeds set forth in the Supplemental Resolution authorizing the issuance of such Series of Bonds. Unrestricted Revenue Account" shall mean the separate account in the Revenue Fund established pursuant to Section 4.04(A) hereof. Variable Rate Bonds" shall mean Bonds issued with a variable, adjustable, convertible or other similar rate which is not fixed in percentage for the entire term thereof at the date of issue. The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms, shall refer to this Resolution; the term "heretofore" shall mean before the date of adoption of this Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution. Words importing the masculine gender include every other gender. Words importing the singular number include the plural number, and vice versa. SECTION 1.02. AUTHORITY FOR RESOLUTION. This Resolution is adopted pursuant to the provisions of the Act. The Issuer has ascertained and hereby determined that adoption of this Resolution is necessary to carry out the powers, purposes and duties expressly provided in the Act, that each and every matter and thing as to which provision is made herein is necessary in order to carry out and effectuate the purposes of the Issuer in accordance with the Act and to carry out and effectuate the plan and purpose 11 of the Act, and that the powers of the Issuer herein exercised are in each case exercised in accordance with the provisions of the Act and in furtherance of the purposes of the Issuer. SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the purchase and acceptance of any or all of the Bonds by those who shall hold the same from time to time, the provisions of this Resolution shall be a part of the contract of the Issuer with the Holders of the Bonds, and shall be deemed to be and shall constitute a contract between the Issuer, the Holders from time to time of the Bonds and any Insurer or Credit Bank. The pledge made in the Resolution and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and security of the Holders of any and all of said Bonds and any Insurer or Credit Bank, but only in accordance with the terms hereof. All of the Bonds, regardless of the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof except as expressly provided in or pursuant to this Resolution. SECTION 1.04. FINDINGS. It is hereby ascertained, determined and declared that: A) Pursuant to the Act, the Issuer is authorized to pledge the Tourist Development Tax Revenues to pay the principal of, premium, if any, and interest on Bonds. B) It is necessary and desirable and in the best interests of the Issuer to borrow moneys from time to time to finance and refinance capital improvements within the Issuer. C) One of the main purposes of the Initial Project will be the attraction of tourists and the Issuer intends to promote the Initial Project to attract tourists. D) The Issuer hereby determines that the Initial Project should be acquired, constructed and equipped in order to promote tourism and attract tourists within the Issuer and to improve the health, safety and welfare of the Issuer's inhabitants. E) It is in the best interest of the Issuer to finance Costs of the Initial Project through the issuance of the Series 2017 Bonds pursuant to the provisions of this Resolution. F) The Series 2017 Bonds and any Additional Bonds and Subordinated Indebtedness subsequently issued hereunder shall be secured by the Pledged Funds as provided herein and such Pledged Funds have not previously been pledged or encumbered. 12 G) The estimated Pledged Funds to be received in each Fiscal Year hereafter will be sufficient to pay the principal of and interest on the Series 2017 Bonds, as the same become due, and all other payments provided for in this Resolution. H) The principal of and interest on the Bonds and any Subordinated Indebtedness that may be issued pursuant to this Resolution, and all other payments provided for in this Resolution, will be paid solely from the Pledged Funds in accordance with the terms hereof and in the manner provided here; the Bonds and any Subordinated Indebtedness issued hereunder shall not constitute a general obligation, or a pledge of the faith, credit or taxing power of the Issuer, the State of Florida, or any political subdivision thereof, within the meaning of any constitutional or statutory provisions and neither the State of Florida, nor any political subdivision thereof, and the ad valorem taxing power of the Issuer will never be necessary or authorized to pay the principal of and interest on the Bonds or any Subordinated Indebtedness to be issued pursuant to this Resolution, or to make any other payments provided for in this Resolution, and neither the Bonds nor any Subordinated Indebtedness shall constitute a lien upon any other property whatsoever of or in the Issuer. SECTION 1.05. AUTHORIZATION OF THE INITIAL PROJECT; REIMBURSEMENT. The acquisition, construction and equipping of the Initial Project is hereby authorized and approved. The Issuer is authorized to reimburse itself for any of its own funds it has expended for the Initial Project in accordance with the provisions of the Code and which are approved by Bond Counsel. Remainder of page intentionally left blank] 13 ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS SECTION 2.01. AUTHORIZATION OF BONDS. This Resolution creates an issue of Bonds of the Issuer to be designated as "Collier County, Florida Tourist Development Tax Revenue Bonds" which may be issued in one or more Series as hereinafter provided. The aggregate principal amount of the Bonds which may be executed and delivered under this Resolution is not limited except as is or may hereafter be provided in this Resolution or as limited by the Act. The designation of any particular Series of Bonds may be modified by the Supplemental Resolution authorizing such Series in order to better describe it. The Bonds may, if and when authorized by the Issuer pursuant to this Resolution, be issued in one or more Series, with such further appropriate particular designations added to or incorporated in such title for the Bonds of any particular Series as the Issuer may determine and as may be necessary to distinguish such Bonds from the Bonds of any other Series. Each Bond shall bear upon its face the designation so determined for the Series to which it belongs. The Bonds shall be issued for such purpose or purposes; shall bear interest at such rate or rates not exceeding the maximum rate permitted by law; and shall be payable in lawful money of the United States of America on such dates; all as determined by Supplemental Resolution of the Issuer. The Bonds shall be issued in such denominations and such form, whether coupon or registered; shall be dated such date; shall bear such numbers; shall be payable at such place or places; shall contain such redemption provisions; shall have such Paying Agents and Registrars; shall mature in such years and amounts; shall bear interest at such rates, shall have such Interest Dates and the proceeds shall be used in such manner; all as determined or provided for by Supplemental Resolution of the Issuer. The Issuer may issue Bonds which may be secured by a Credit Facility or by a Bond Insurance Policy of an Insurer all as shall be determined by Supplemental Resolution of the Issuer. The Board may delegate approval of the terms, details and sale of a Series of Bonds to an Authorized Issuer Officer pursuant to Supplemental Resolution. SECTION 2.02. AUTHORIZATION AND DESCRIPTION OF SERIES 2017 BONDS. A Series of Bonds entitled to the benefit, protection and security of this Resolution is hereby authorized in the aggregate principal amount of not exceeding 70,000,000 for the principal purposes of financing and/or refinancing costs of the Initial Project, capitalizing a portion of the Series 2017 Bonds, if necessary or desirable, funding the Reserve Account, if necessary or desirable, and paying costs of issuance of the Series 2017 Bonds, including but not limited to paying the premiums for any required or desired 14 Bond Insurance Policy or Reserve Account Insurance Policy. Such Series of Bonds shall be designated as "Collier County, Florida Tourist Development Tax Revenue Bonds, Series 2017;" provided, however, the Series designation may be changed to reflect the year in which such Bonds are sold and/or issued. The aggregate principal amount of the Series 2017 Bonds to be issued pursuant to the Resolution shall be determined by the County Manager provided such aggregate principal amount does not exceed $70,000,000. The Series 2017 Bonds shall be dated as of their date of delivery or such other date as the County Manager may determine, shall be issued in the form of fully registered Bonds in the denomination of $5,000 or any integral multiple thereof, shall be numbered consecutively from one upward in order of maturity preceded by the letter "R", shall bear interest from their date of delivery, payable semi-annually, on April 1 and October 1 of each year, commencing on such date as may be determined by the County Manager(each an "Interest Date"); provided, however, the County Manager may determine different Interest Dates, in his discretion, prior to the issuance of the Series 2017 Bonds. Interest on the Series 2017 Bonds shall be payable by check or draft of the Paying Agent, made payable and mailed to the Holder in whose name such Series 2017 Bond shall be registered at the close of business on the date which shall be the fifteenth day whether or not a business day) of the calendar month next preceding the applicable Interest Date, or, at the request of such Holder, by bank wire transfer to the account of such Holder. Principal of the Series 2017 Bonds is payable to the Holder upon presentation, when due, at the designated corporate trust office of the Paying Agent. All payments of principal, premium, if applicable, and interest on the Series 2017 Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. The Paying Agent and Registrar shall be determined pursuant to Supplemental Resolution. The Series 2017 Bonds shall bear interest at such rates (calculated on the basis of a 360 day year of twelve 30 day months) and yields, shall mature on October 1 (or such other date as is determined by the County Manager in his discretion, prior to the issuance of the Series 2017 Bonds) of each of the years and in the principal amounts corresponding to such years, and shall have such redemption provisions as determined by the County Manager, upon the advice of the Financial Advisor and Bond Counsel, subject to the conditions to be set forth in a Supplemental Resolution relating to the Series 2017 Bonds. The Series 2017 Bonds shall be sold in such manner as provided by a Supplemental Resolution relating to the Series 2017 Bonds. SECTION 2.03. EXECUTION OF BONDS. The Bonds shall be executed in the name of the Issuer with the manual or facsimile signature of the Chairman and the official seal of the Issuer shall be imprinted thereon, attested and countersigned with the manual or facsimile signature of the Clerk. In case any one or more of the officers who shall have signed or sealed any of the Bonds or whose facsimile signature shall appear 15 thereon shall cease to be such officer of the Issuer before the Bonds so signed and sealed have been actually sold and delivered such Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Any Bond may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Bond shall hold the proper office of the Issuer, although at the date of such Bond such person may not have held such office or may not have been so authorized. The Issuer may adopt and use for such purposes the facsimile signatures of any such persons who shall have held such offices at any time after the date of the adoption of this Resolution, notwithstanding that either or both shall have ceased to hold such office at the time the Bonds shall be actually sold and delivered. SECTION 2.04. AUTHENTICATION. No Bond of any Series shall be secured hereunder or entitled to the benefit hereof or shall be valid or obligatory for any purpose unless there shall be manually endorsed on such Bond a certificate of authentication by the Registrar or such other entity as may be approved by the Issuer for such purpose. Such certificate on any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Resolution. The form of such certificate shall be substantially in the form provided in Section 2.08 hereof. SECTION 2.05. TEMPORARY BONDS. Until the definitive Bonds of any Series are prepared, the Issuer may execute, in the same manner as is provided in Section 2.03, and deliver, upon authentication by the Registrar pursuant to Section 2.04 hereof, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds, except as to the denominations thereof, one or more temporary Bonds substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in denominations authorized by the Issuer by subsequent resolution and with such omissions, insertions and variations as may be appropriate to temporary Bonds. The Issuer, at its own expense, shall prepare and execute definitive Bonds, which shall be authenticated by the Registrar. Upon the surrender of such temporary Bonds for exchange, the Registrar, without charge to the Holder thereof, shall deliver in exchange therefor definitive Bonds, of the same aggregate principal amount and Series and maturity as the temporary Bonds surrendered. Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits and security as definitive Bonds issued pursuant to this Resolution. All temporary Bonds surrendered in exchange for another temporary Bond or Bonds or for a definitive Bond or Bonds shall be forthwith cancelled by the Registrar. SECTION 2.06. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and 16 substitution for such mutilated Bond upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the Holder furnishing the Issuer and the Registrar proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer or the Registrar may prescribe and paying such expenses as the Issuer and the Registrar may incur. All Bonds so surrendered shall be cancelled by the Registrar. If any of the Bonds shall have matured or be about to mature, instead of issuing a substitute Bond, the Issuer may pay the same or cause the Bond to be paid, upon being indemnified as aforesaid, and if such Bonds be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds issued pursuant to this Section 2.06 shall constitute original, additional contractual obligations on the part of the Issuer whether or not the lost, stolen or destroyed Bond be at any time found by anyone, and such duplicate Bond shall be entitled to equal and proportionate benefits and rights as to lien on the Pledged Funds to the same extent as all other Bonds issued hereunder. SECTION 2.07. INTERCHANGEABILITY, NEGOTIABILITY AND TRANSFER. Bonds, upon surrender thereof at the office of the Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of registered Bonds of the same Series and maturity of any other authorized denominations. The Bonds issued under this Resolution shall be and have all the qualities and incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the State of Florida, subject to the provisions for registration and transfer contained in this Resolution and in the Bonds. So long as any of the Bonds shall remain Outstanding, the Issuer shall maintain and keep, at the office of the Registrar, books for the registration and transfer of the Bonds. Each Bond shall be transferable only upon the books of the Issuer, at the office of the Registrar, under such reasonable regulations as the Issuer may prescribe, by the Holder thereof in person or by his attorney duly authorized in writing upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the Holder or his duly authorized attorney. Upon the transfer of any such Bond, the Issuer shall issue, and cause to be authenticated, in the name of the transferee a new Bond or Bonds of the same aggregate principal amount and Series and maturity as the surrendered Bond. The Issuer, the Registrar and any Paying Agent or fiduciary of the Issuer may deem and treat the Person in whose name any Outstanding Bond shall be registered upon the books of the Issuer as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal or Redemption Price, if applicable, and interest on such Bond 17 and for all other purposes, and all such payments so made to any such Holder or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid and neither the Issuer nor the Registrar nor any Paying Agent or other fiduciary of the Issuer shall be affected by any notice to the contrary. The Registrar, in any case where it is not also the Paying Agent in respect to any Series of Bonds, forthwith (A) following the fifteenth day prior to an Interest Date for such Series; (B) following the fifteenth day next preceding the date of first mailing of notice of redemption of any Bonds of such Series; and (C) at any other time as reasonably requested by the Paying Agent of such Series, shall certify and furnish to such Paying Agent the names, addresses and holdings of Bondholders and any other relevant information reflected in the registration books. Any Paying Agent of any fully registered Bond shall effect payment of interest on such Bonds by mailing a check to the Holder entitled thereto or may, in lieu thereof, upon the request of such Holder, transmit such payment by bank wire transfer for the account of such Holder. In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the Issuer shall execute and deliver Bonds and the Registrar shall authenticate such Bonds in accordance with the provisions of this Resolution. Execution of Bonds by the Chairman and Clerk for purposes of exchanging, replacing or transferring Bonds may occur at the time of the original delivery of the Series of which such Bonds are a part. All Bonds surrendered in any such exchanges or transfers shall be held by the Registrar in safekeeping until directed by the Issuer to be cancelled by the Registrar. For every such exchange or transfer of Bonds, the Issuer or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other governmental charge required to be paid with respect to such exchange or transfer. The Issuer and the Registrar shall not be obligated to make any such exchange or transfer of Bonds of any Series during the 15 days next preceding an Interest Date on the Bonds of such Series (other than Capital Appreciation Bonds and Variable Rate Bonds), or, in the case of any proposed redemption of Bonds of such Series, then, for the Bonds subject to redemption, during the 15 days next preceding the date of the first mailing of notice of such redemption and continuing until such redemption date. The Issuer may elect to issue any Bonds as uncertificated registered public obligations (not represented by instruments), commonly known as book-entry obligations, provided it shall establish a system of registration therefor by Supplemental Resolution. SECTION 2.08. FORM OF BONDS. The text of the Bonds, except for Capital Appreciation Bonds and Variable Rate Bonds, the form of which shall be provided by Supplemental Resolution of the Issuer, shall be in substantially the following form with such omissions, insertions and variations as may be necessary and/or desirable 18 and approved by the Chairman prior to the issuance thereof (which necessity and/or desirability and approval shall be presumed by such officer's execution of the Bonds and the Issuer's delivery of the Bonds to the purchaser or purchasers thereof): Remainder of page intentionally left blank] 19 No. R- UNITED STATES OF AMERICA STATE OF FLORIDA COLLIER COUNTY, FLORIDA TOURIST DEVELOPMENT TAX REVENUE BOND, SERIES Interest Maturity Date of Rate Date Original Issue CUSIP Registered Holder: Principal Amount: KNOW ALL MEN BY THESE PRESENTS, that Collier County, Florida, a political subdivision of the State of Florida (the "Issuer"), for value received, hereby promises to pay, solely from the Pledged Funds hereinafter described, to the Registered Holder identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above, the Principal Amount identified above and to pay interest on such Principal Amount from the Date of Original Issue identified above or from the most recent interest payment date to which interest has been paid at the Interest Rate per annum identified above on and of each year commencing until such Principal Amount shall have been paid, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto. Such Principal Amount and interest and the premium, if any, on this Bond are payable in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. Such Principal Amount and the premium, if any, on this Bond, are payable at the designated corporate trust office of as Paying Agent. Payment of each installment of interest shall be made to the person in whose name this Bond shall be registered on the registration books of the Issuer maintained by as Registrar, at the close of business on the date which shall be the fifteenth day (whether or not a business day) next preceding each interest payment date 20 and shall be paid by a check of such Paying Agent mailed to such Registered Holder at the address appearing on such registration books or, at the request of such Registered Holder, by bank wire transfer for the account of such Holder. Interest shall be calculated on the basis of a 360-day year of twelve 30-day months. This Bond is one of an authorized issue of Bonds in the aggregate principal amount of $ the "Bonds") of like date, tenor and effect, except as to maturity date, interest rate, denomination and number, issued to under the authority of and in full compliance with the Constitution and laws of the State of Florida, particularly Chapter 125, Florida Statutes, Section 125.0104, Florida Statutes, the Tourist Development Tax Ordinance (as defined in the hereinafter defined Resolution), the Constitution of the State of Florida and other applicable provisions of law (the "Act"), and Resolution No.duly adopted by the Board of County Commissioners of the Issuer on July 11, 2017, as the same may be amended and supplemented (the "Resolution"), and is subject to all the terms and conditions of the Resolution. This Bond and the interest hereon are payable solely from and secured by a lien upon and a pledge of (1) the Tourist Development Tax Revenues (as defined in the Resolution), and (2) until applied in accordance with the provisions of the Resolution, all moneys, including investments thereof, in the funds and accounts established under the Resolution except (A) for the Unrestricted Revenue Account and the Rebate Fund (as each is defined in the Resolution) and (B) any moneys set aside in a particular subaccount of the Reserve Account (as defined in the Resolution) if such moneys shall be pledged solely for the payment of a different Series of Bonds for which it was established in accordance with the provisions of the Resolution (collectively, the "Pledged Funds"). IT IS EXPRESSLY AGREED BY THE REGISTERED HOLDER OF THIS BOND THAT THE FULL FAITH AND CREDIT OF THE ISSUER, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, ARE NOT PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THIS BOND AND THAT SUCH HOLDER SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF ANY TAXING POWER OF THE ISSUER, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, TO THE PAYMENT OF SUCH PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. THIS BOND AND THE OBLIGATION EVIDENCED HEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY PROPERTY OF THE ISSUER, BUT SHALL CONSTITUTE A LIEN ONLY ON, AND SHALL BE PAYABLE SOLELY FROM, THE PLEDGED FUNDS. THE ISSUER MAY ISSUE ADDITIONAL OBLIGATIONS ON PARITY WITH THE BONDS IN ACCORDANCE WITH THE TERMS OF THE RESOLUTION. 21 The Issuer has established a book-entry system of registration for the Bonds. Except as specifically provided otherwise in the Resolution, an agent will hold this Bond on behalf of the beneficial owner thereof. By acceptance of a confirmation of purchase, delivery or transfer, the beneficial owner of this Bond shall be deemed to have agreed to such arrangement.] This Bond is transferable in accordance with the terms of the Resolution only upon the books of the Issuer kept for that purpose at the designated corporate trust office of the Registrar by the Registered Holder hereof in person or by his attorney duly authorized in writing, upon the surrender of this Bond together with a written instrument of transfer satisfactory to the Registrar duly executed by the Registered Holder or his attorney duly authorized in writing, and thereupon a new Bond or Bonds in the same aggregate principal amount shall be issued to the transferee in exchange therefor, and upon the payment of the charges, if any, therein prescribed. The Bonds are issuable in the form of fully registered Bonds in the denomination of $5,000 and any integral multiple thereof, not exceeding the aggregate principal amount of the Bonds. The Issuer, the Registrar and any Paying Agent may treat the Registered Holder of this Bond as the absolute owner hereof for all purposes, whether or not this Bond shall be overdue, and shall not be affected by any notice to the contrary. The Issuer shall not be obligated to make any exchange or transfer of the Bonds during the 15 days next preceding an interest payment date or, in the case of any proposed redemption of the Bonds, then, for the Bonds subject to such redemption, during the 15 days next preceding the date of the first mailing of notice of such redemption. INSERT REDEMPTION PROVISIONS) Redemption of this Bond under the preceding paragraphs shall be made as provided in the Resolution upon notice given by first class mail sent at least 30 days prior to the redemption date to the Registered Holder hereof at the address shown on the registration books maintained by the Registrar; provided, however, that failure to mail notice to the Registered Holder hereof, or any defect therein, shall not affect the validity of the proceedings for redemption of other Bonds as to which no such failure or defect has occurred. In the event that less than the full principal amount hereof shall have been called for redemption, the Registered Holder hereof shall surrender this Bond in exchange for one or more Bonds in an aggregate principal amount equal to the unredeemed portion of principal, as provided in the Resolution. As long as the book-entry only system is used for determining beneficial ownership of the Bonds, notice of redemption will only be sent to Cede & Co. Cede & Co. will be responsible for notifying participants in the registration system of the Depository Trust Company (a "DTC Participant"), who will in turn be responsible for notifying the beneficial owners of the Bonds. Any failure of Cede & Co. to notify any 22 DTC Participant, or of any DTC Participant to notify the beneficial owner of any such notice, will not affect the validity of the redemption of the Bonds.] Reference to the Resolution and any and all resolutions supplemental thereto and modifications and amendments thereof and to the Act is made for a description of the pledge and covenants securing this Bond, the nature, manner and extent of enforcement of such pledge and covenants, and the rights, duties, immunities and obligations of the Issuer. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond, exist, have happened and have been performed, in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, and that the issuance of the Bonds does not violate any constitutional or statutory limitations or provisions. Neither the members of the Board of County Commissioners of the Issuer nor any person executing this Bond shall be liable personally hereon or be subject to any personal liability or accountability by reason of the issuance hereof. This Bond is one of a series of Bonds which were validated by judgment of the Circuit Court of the Twentieth Judicial Circuit of Florida in and for Collier County, Florida, rendered on 1 This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar. Remainder of page intentionally left blank] 23 IN WITNESS WHEREOF, the Board of County Commissioners of Collier County, Florida has issued this Bond and has caused the same to be executed by the manual signature of the Chairman, and to be attested by the manual signature of the Clerk of the Circuit Court of Collier County, Florida and Ex-Officio Clerk to the Board of County Commissioners, and its corporate seal to be affixed or reproduced hereon, all Date of Original Issue. COLL E ' •UNTY, FLORIDA SEAL) A Chairman, B d of Cou , ' ommissioners PENNY TAYLOR ATTEST; Z-7 • r, Te-skirt clue.). 0 D ,iig, E. Ric k,...C1erlc - Attestsas to Chairman's signature only. Appro ed as to Form and Legal Suffic -ncy 41ift i County Atte ey Jeffrey' Ilatzkaat 24 CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the Issue described in the within-mentioned Resolution. DATE OF AUTHENTICATION: Registrar By: Authorized Officer 25 Unless this certificate is presented by an authorized representative of The Depository Trust Company to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by the authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto Insert Social Security or Other Identifying Number of Assignee Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint as attorneys to register the transfer of the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: Signature must be NOTICE: The signature to this assignment guaranteed by an institution which is a must correspond with the name of the participant in the Securities Transfer Registered Holder as it appears upon the face Agent Medallion Program (STAMP) or of the within Bond in every particular, similar program. without alteration or enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. 26 The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF TRANS MN ACT -- Cust.) Custodian for under Uniform Transfers to Minors Act of State) Additional abbreviations may also be used though not in list above. Remainder of page intentionally left blank] 27 ARTICLE III REDEMPTION OF BONDS SECTION 3.01. PRIVILEGE OF REDEMPTION. The terms of this Article III shall apply to redemption of Bonds other than Capital Appreciation Bonds or Variable Rate Bonds. The terms and provisions relating to redemption of Capital Appreciation Bonds and Variable Rate Bonds shall be provided by Supplemental Resolution. The provisions of this Article III may also be modified pursuant to Supplemental Resolution to accommodate any redemption provisions with respect to Federal Subsidy Bonds. Certain redemption provisions with respect to the Series 2017 Bonds shall be determined in accordance with a Supplemental Resolution. SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED. The Bonds shall be redeemed only in the principal amount of $5,000 each and integral multiples thereof. The Issuer shall, at least 45 days prior to the redemption date (unless a shorter time period shall be satisfactory to the Registrar) notify the Registrar of such redemption date and of the principal amount of Bonds to be redeemed. For purposes of any redemption of less than all of the Outstanding Bonds of a single maturity, the particular Bonds or portions of Bonds to be redeemed shall be selected not more than 45 days prior to the redemption date by the Registrar from the Outstanding Bonds of the maturity or maturities designated by the Issuer by such method as the Registrar shall deem fair and appropriate and which may provide for the selection for redemption of Bonds or portions of Bonds in principal amounts of$5,000 and integral multiples thereof. If less than all of a Term Bond is to be redeemed the aggregate principal amount to be redeemed shall be allocated to the Amortization Installments on a pro-rata basis unless the Issuer, in its discretion, designates a different allocation. If less than all of the Outstanding Bonds of a single maturity are to be redeemed, the Registrar shall promptly notify the Issuer and Paying Agent (if the Registrar is not the Paying Agent for such Bonds) in writing of the Bonds or portions of Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed. SECTION 3.03. NOTICE OF REDEMPTION. Notice of such redemption, which shall specify the Bond or Bonds (or portions thereof) to be redeemed and the date and place for redemption, shall be given by the Registrar on behalf of the Issuer, and (A) shall be filed with the Paying Agent of such Bonds, (B) shall be mailed first class, postage prepaid, not less than 30 days nor more than 45 days prior to the redemption date to all Holders of Bonds to be redeemed at their addresses as they appear on the registration books kept by the Registrar as of the date of mailing of such notice, and (C) shall be mailed, certified mail, postage prepaid, at least 35 days prior to the redemption 28 date to the registered securities depositories and one or more nationally recognized municipal bond information services as hereinafter provided in this Section 3.03. Failure to mail such notice to such depositories or services or the Holders of the Bonds to be redeemed, or any defect therein, shall not affect the proceedings for redemption of Bonds as to which no such failure or defect has occurred. Such notice shall also be mailed to the Insurer, if any, of such redeemed Bonds. Failure of any Holder to receive any notice mailed as herein provided shall not affect the proceedings for redemption of such Holder's Bonds. Each notice of redemption shall state: (1) the CUSIP numbers and any other distinguishing number or letter of all Bonds being redeemed, (2) the original issue date of such Bonds, (3) the maturity date and rate of interest borne by each Bond being redeemed, (4) the redemption date, (5) the Redemption Price, (6) the date on which such notice is mailed, (7) if less than all Outstanding Bonds are to be redeemed, the certificate number (and, in the case of a partial redemption of any Bond, the principal amount) of each Bond to be redeemed, (8) that on such redemption date there shall become due and payable upon each Bond to be redeemed the Redemption Price thereof, or the Redemption Price of the specified portions of the principal thereof in the case of Bonds to be redeemed in part only, together with interest accrued thereon to the redemption date, and that from and after such date interest thereon shall cease to accrue and be payable, (9) that the Bonds to be redeemed, whether as a whole or in part, are to be surrendered for payment of the Redemption Price at the designated office of the Registrar at an address specified, (10) the name and telephone number of a person designated by the Registrar to be responsible for such redemption, (11) unless sufficient funds have been set aside by the Issuer for such purpose prior to the mailing of the notice of redemption, that such redemption is conditioned upon the deposit of sufficient funds for such purpose on or prior to the date set for redemption, and (12) any other conditions that must be satisfied prior to such redemption. In addition to the mailing of the notice described above, each notice of redemption and payment of the Redemption Price shall meet the following requirements; provided, however, the failure to provide such further notice of redemption or to comply with the terms of this paragraph shall not in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed above: A) Each further notice of redemption shall be sent by certified mail or overnight delivery service or telecopy to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds and to one or more national information services which disseminate notices of prepayment or redemption of obligations such as the Bonds. B) Each further notice of redemption shall be sent to such other Person, if any, as shall be required by applicable law or regulation. 29 The Issuer may provide that redemption will be contingent upon the occurrence of certain condition(s) and that if such condition(s) do not occur the notice of redemption will be rescinded, provided notice of rescission shall be mailed in the manner described above to all affected Bondholders not later than three business days prior to the date of redemption. SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS. Any Bond which is to be redeemed only in part shall be surrendered at any place of payment specified in the notice of redemption (with due endorsement by, or written instrument of transfer in form satisfactory to the Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Issuer shall execute and the Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds, of any authorized denomination, as requested by such Holder in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bonds so surrendered. SECTION 3.05. PAYMENT OF REDEEMED BONDS. Notice of redemption having been given substantially as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Issuer shall default in the payment of the Redemption Price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Registrar and/or Paying Agent at the appropriate Redemption Price, plus accrued interest. All Bonds which have been redeemed shall be cancelled and destroyed by the Registrar and shall not be reissued. SECTION 3.06. PURCHASE IN LIEU OF OPTIONAL REDEMPTION. Notwithstanding anything in this Resolution to the contrary, at any time the Bonds are subject to optional redemption pursuant to this Resolution, all or a portion of the Bonds to be redeemed as specified in the notice of redemption, may be purchased by the Paying Agent, as trustee, at the direction of the Issuer, on the date which would be the redemption date if such Bonds were redeemed rather than purchased in lieu thereof, at a purchase price equal to the redemption price which would have been applicable to such Bonds on the redemption date for the account of and at the direction of the Issuer who shall give the Paying Agent, as trustee, notice at least ten days prior to the scheduled redemption date accompanied by an opinion of Bond Counsel to the effect that such purchase will not adversely affect the exclusion from gross income for federal income tax purposes of interest on such Bonds or any other Outstanding Bonds (other than Taxable Bonds) or shall not otherwise affect the status of any such Bonds issued as Federal Subsidy Bonds or the Issuer's receipt of Federal Subsidy Payments with respect to said Outstanding Federal Subsidy Bonds. In the event the Paying Agent, as trustee, is so directed to purchase Bonds in lieu of optional redemption, no notice to the holders of the 30 Bonds to be so purchased (other than the notice of redemption otherwise required under this Resolution) shall be required, and the Paying Agent, as trustee, shall be authorized to apply to such purchase the funds which would have been used to pay the redemption price for such Bonds if such Bonds had been redeemed rather than purchased. Each Bond so purchased shall not be canceled or discharged and shall be registered in the name of the Issuer. Bonds to be purchased under this Resolution in the manner set forth above which are not delivered to the Paying Agent, as trustee, on the purchase date shall be deemed to have been so purchased and not optionally redeemed on the purchase date and shall cease to accrue interest as to the former holder thereof on the purchase date. Remainder of page intentionally left blank] 31 ARTICLE IV SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER. The Bonds shall not be or constitute general obligations or indebtedness of the Issuer as bonds" within the meaning of any constitutional or statutory provision, but shall be special obligations of the Issuer, payable solely from and secured by a lien upon and pledge of the Pledged Funds, in the manner and to the extent provided in this Resolution. No Holder of any Bond shall ever have the right to compel the exercise of any ad valorem taxing power to pay such Bond, or be entitled to payment of such Bond from any moneys of the Issuer except from the Pledged Funds in the manner and to the extent provided herein. SECTION 4.02. SECURITY FOR BONDS. The payment of the principal of or Redemption Price, if applicable, and interest on the Bonds shall be secured forthwith equally and ratably by a pledge of and lien upon the Pledged Funds; provided, however, a Series of Bonds may be further secured by a Credit Facility or Bond Insurance Policy in addition to the security provided herein; and provided further that a Series of Bonds may be secured independently of any other Series of Bonds by the establishment of a separate subaccount in the Reserve Account for such Series of Bonds. Issuers of a Reserve Account Insurance Policy and Reserve Account Letter of Credit shall be secured in accordance with the provisions hereof. In addition, the Issuer does hereby irrevocably pledge and grant a lien upon the Pledged Funds to the payment of the Policy Costs in accordance with the provisions hereof; provided, however, such pledge and lien shall be junior and subordinate in all respects to the pledge of and lien upon such Pledged Funds granted hereby to the Bondholders. The Issuer does hereby irrevocably pledge the Pledged Funds to the payment of the principal of or Redemption Price, if applicable, and interest on the Bonds in accordance with the provisions hereof. Except as otherwise provided by Supplemental Resolution, the obligation of the Issuer to make Hedge Payments to a Counterparty pursuant to a Qualified Hedge Agreement shall be on parity with the Bonds as to lien on and pledge of the Pledged Funds in accordance with the terms hereof (any other payments related to a Qualified Hedge Agreement, including fees, penalties, termination payments and the obligation to collateralize, shall be Subordinated Indebtedness of the Issuer). The Pledged Funds shall immediately be subject to the lien of this pledge without any physical delivery thereof or further act, and the lien of this pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Issuer. SECTION 4.03. CONSTRUCTION FUND. The Issuer covenants and agrees to establish, a special fund to be known as the "Collier County, Florida Tourist 32 Development Tax Revenue Bonds Construction Fund," which shall be used only for payment of the Cost of a Project. Moneys in the Construction Fund, until applied in payment of any item of the Cost of a Project in the manner hereinafter provided, shall be subject to a lien and charge in favor of the Holders of the Bonds and for the further security of such Holders. There shall be paid into the Construction Fund the amounts required to be so paid by the provisions of this Resolution, and there may be paid into the Construction Fund, at the option of the Issuer, any moneys received for or in connection with a Project by the Issuer from any other source. The Issuer shall establish within the Construction Fund a separate account for each Project, the Cost of which is to be paid in whole or in part out of the Construction Fund. The proceeds of insurance maintained pursuant to this Resolution against physical loss of or damage to a Project, or of contractors' performance bonds with respect thereto pertaining to the period of construction thereof, shall be deposited into the appropriate account of the Construction Fund. Any moneys received by the Issuer from the State or from the United States of America or any agencies thereof for the purpose of financing part of the Cost of a Project shall be deposited into the appropriate account of the Construction Fund and used in the same manner as other Bond proceeds are used therein; provided that separate accounts or subaccounts may be established in the Construction Fund for moneys received pursuant to the provisions of this paragraph whenever required by Federal or State law. The Issuer covenants that the acquisition, construction and installation of each Project will be completed without delay and in accordance with sound engineering practices. The Issuer shall make disbursements or payments from the applicable account of the Construction Fund to pay Costs of the Project for which it was established, except as otherwise provided below. The Issuer shall keep records of such disbursements and payments and shall retain all such records for such period of time as required by applicable law. The Issuer shall make available the records at all reasonable times for inspection by any Holder of any of the Bonds or the agent or representative of any Holder of any of the Bonds. Notwithstanding any of the other provisions of this Section 4.03, to the extent that other moneys are not available therefor, amounts in an account of the Construction Fund shall be applied to the payment of principal and interest on the Bonds for which such account was established or to reimburse a provider of a Credit Facility or Bond Insurance Policy for the payment of such principal and interest, when due. The date of completion of the acquisition, construction and equipping of a Project shall be filed by an Authorized Issuer Officer in the appropriate records of the Issuer. 33 Promptly after the date of the completion of a Project, and after paying or making provision for the payment of all unpaid items of the Cost of such Project, the Issuer shall deposit in the following order of priority any balance of moneys remaining in an account in the Construction Fund in (A) another account of the Construction Fund for which an Authorized Issuer Officer has stated that there are insufficient moneys present to pay the Cost of the related Project, (B) the Reserve Account, to the extent of a deficiency therein, and (C) such other fund or account established hereunder as shall be determined by the Board, provided the Issuer has received an Opinion of Bond Counsel to the effect that such transfer shall not adversely affect the exclusion, if any, of interest on the Bonds other than Taxable Bonds) from gross income for purposes of Federal income taxation or shall not otherwise affect the status of any Outstanding Bonds issued as Federal Subsidy Bonds or the Issuer's receipt of Federal Subsidy Payments with respect to any Outstanding Federal Subsidy Bonds. SECTION 4.04. CREATION OF FUNDS AND ACCOUNTS. The Issuer covenants and agrees to establish the following funds and accounts: A) The "Collier County, Florida Tourist Development Tax Revenue Bonds Revenue Fund." The Issuer shall maintain two separate accounts in the Revenue Fund, the "Restricted Revenue Account" and the "Unrestricted Revenue Account." B) The "Collier County, Florida Tourist Development Tax Revenue Bonds Debt Service Fund." The Issuer shall maintain four separate accounts in the Debt Service Fund, the "Interest Account," the "Principal Account," the "Bond Amortization Account" and the "Reserve Account." C) The "Collier County, Florida Tourist Development Tax Revenue Bonds Rebate Fund." Moneys in the aforementioned funds and accounts, other than the Rebate Fund and the Unrestricted Revenue Account, until applied in accordance with the provisions hereof, shall be subject to a lien and charge in favor of the Holders of the Bonds and for the further security of such Holders. The Issuer may at any time and from time to time appoint one or more depositories to hold, for the benefit of the Bondholders, any one or more of the funds, accounts and subaccounts established hereby. Such depository or depositories shall perform at the direction of the Issuer the duties of the Issuer in depositing, transferring and disbursing moneys to and from each of such funds and accounts as herein set forth, and all records of such depositary in performing such duties shall be open at all reasonable times to inspection by the Issuer and its agent and employees. Any such depositary shall be a bank or trust company duly authorized to exercise corporate trust 34 powers and subject to examination by federal or state authority, of good standing, and be qualified under applicable State law as a depository. Notwithstanding the foregoing, none of the aforementioned funds and accounts is required to be established prior to the time any such fund or account is required to be funded or otherwise utilized hereunder. SECTION 4.05. DISPOSITION OF TOURIST DEVELOPMENT TAX REVENUES. (A) The Issuer shall promptly deposit upon receipt all of the Tourist Development Tax Revenues into the Restricted Revenue Account. The moneys in the Restricted Revenue Account shall be deposited or credited on or before the 25th day of each month, commencing in the month immediately following delivery of any of the Bonds to the purchasers thereof, or such later date as hereinafter provided, in the following manner and in the following order of priority: 1) Interest Account. There shall be deposited to the Interest Account an amount which shall be sufficient to pay one-sixth (1/6) of the interest becoming due on all Bonds Outstanding (except as to Capital Appreciation Bonds) on the next succeeding Interest Date. With respect to the initial Interest Date following the issuance of a Series of Bonds, the Issuer shall deposit each month an amount which shall be sufficient to pay a fraction, the numerator of which is 1 and the denominator of which is the number of months until such Interest Date, of the interest becoming due on such Bonds on the initial Interest Date. Moneys in the Interest Account shall be used to pay interest on the Bonds as and when the same become due, whether by redemption or otherwise, and for no other purpose. All Hedge Receipts and Federal Subsidy Payments shall be deposited directly to the Interest Account upon receipt. With respect to interest on Bonds which the Issuer has determined are subject to a Hedge Payment, interest on such Bonds during the term of the Qualified Hedge Agreement shall be deemed to include the corresponding Hedge Payments. Moneys in the Interest Account shall be applied by the Issuer (a) for deposit with the Paying Agent to pay the interest on the Bonds on or prior to the date the same shall become due, whether by maturity, redemption or otherwise, and (b) for Hedge Payments. Any Federal Subsidy Payments deposited to the Interest Account shall be deemed to have been applied to the payment of interest on the Federal Subsidy Bonds to which such Payments relate. The Issuer shall adjust the amount of the deposit to the Interest Account not later than a month immediately preceding any Interest Date so as to provide sufficient moneys in the Interest Account to pay the interest on the Bonds coming due on such Interest Date. No further deposit need be made to the Interest Account when the moneys therein are equal to the interest coming due on the Outstanding Bonds on the next succeeding Interest Date. With respect to debt service on any Bonds which are subject to a Qualified Hedge Agreement, any Hedge Payments 35 due to the Counterparty to such Qualified Hedge Agreement relating to such Bonds shall be paid to the Counterparty to such Qualified Hedge Agreement on a parity basis with the aforesaid required payments into the Debt Service Fund. In computing the interest on Variable Rate Bonds which shall accrue during a calendar month, the interest rate on such Variable Rate Bonds shall be assumed to be (A) if such Variable Rate Bonds have been Outstanding for at least 24 months prior to the commencement of such calendar month, the highest average interest rate borne by such Variable Rate Bonds for any 30-day period, and (B) if such Variable Rate Bonds have not been Outstanding for at least 24 months prior to the date of calculation, the Bond Buyer Revenue Bond Index most recently published prior to the commencement of such calendar month. 2) Principal Account. Commencing in the month which is one year prior to the first principal due date (or if the first principal due date is less than one year from the date of issuance of the Bonds, the month immediately following the issuance of the Bonds), the Issuer shall next deposit into the Principal Account an amount which shall be sufficient to pay one-twelfth (1/12) of the principal on Serial Bonds outstanding next due. With respect to the initial principal payment date following the issuance of a Series of Bonds, the Issuer shall deposit each month an amount which shall be sufficient to pay a fraction, the numerator of which is 1 and the denominator of which is the number of months until such principal payment date, of the principal becoming due on such Bonds on the initial principal payment date. Moneys in the Principal Account shall be applied by the Issuer for deposit with the Paying Agent to pay the principal of the Bonds on or prior to the date the same shall mature, and for no other purpose. Serial Capital Appreciation Bonds shall be payable from the Principal Account in the years in which such Bonds mature and monthly payments into the Principal Account on account of such Bonds shall commence in the twelfth month immediately preceding the maturity date of such Bonds. The Issuer shall adjust the amount of the deposit to the Principal Account not later than the month immediately preceding any principal payment date so as to provide sufficient moneys in the Principal Account to pay the principal on the Bonds becoming due on such principal payment date. No further deposit need be made to the Principal Account when the moneys therein are equal to the principal coming due on the Outstanding Bonds on the next succeeding principal payment date. 3) Bond Amortization Account. Commencing in the month which is one year prior to any Amortization Installment due date, there shall be deposited or credited to the Bond Amortization Account an amount which shall be sufficient to pay one-twelfth (1/12) of the Amortization Installment next due. With respect to the initial Amortization Installment date following the issuance of a Series of Bonds, the Issuer shall deposit each month an amount which shall be sufficient to 36 pay a fraction, the numerator of which is 1 and the denominator of which is the number of months until such Amortization Installment date, of the Amortization Installment for such Amortization Installment date. Moneys in the Bond Amortization Account shall be used to purchase or redeem Term Bonds in the manner herein provided or as provided by Supplemental Resolution, and for no other purpose. Term Capital Appreciation bonds shall be payable from the Term Bonds Redemption Account in the years in which such Bonds mature and monthly payments into the Bond Amortization Account on account of such Bonds shall commence in the twelfth month immediately preceding the due date of the related Amortization Fund Installments. The Issuer shall adjust the amount of the deposit into the Bond Amortization Account not later than the month immediately preceding any date for payment of an Amortization Installment so as to provide sufficient moneys in the Bond Amortization Account to pay the Amortization Installments on the Bonds coming due on such date. No further deposit need be made to the Bond Amortization Account when the moneys therein are equal to the Amortization Installments coming due on the Outstanding Bonds on the next succeeding Amortization Installment due date. Payments to the Bond Amortization Account shall be on a parity with payments to the Principal Account. Amounts accumulated in the Bond Amortization Account with respect to any Amortization Installment (together with amounts accumulated in the Interest Account with respect to interest, if any, on the Term Bonds for which such Amortization Installment was established) may be applied by the Issuer, on or prior to the sixtieth (60th) day preceding the due date of such Amortization Installment, (a) to the purchase of Term Bonds of the Series and maturity for which such Amortization Installment was established at a price not exceeding par plus accrued interest, or (b) to the redemption at the applicable Redemption Prices of such Term Bonds, if then redeemable by their terms at a price not exceeding par plus accrued interest. The applicable Redemption Price (or principal amount of maturing Term Bonds) of any Term Bonds so purchased or redeemed shall be deemed to constitute part of the Bond Amortization Account until such Amortization Installment date, for the purposes of calculating the amount of such Account. As soon as practicable after the sixtieth (60th) day preceding the due date of any such Amortization Installment, the Issuer shall proceed to call for redemption on such due date, by causing notice to be given as provided in Section 3.03 hereof, Term Bonds of the Series and maturity for which such Amortization Installment was established (except in the case of Term Bonds maturing on an Amortization Installment date) in such amount as shall be necessary to complete the retirement of the unsatisfied balance of such Amortization Installment. The Issuer shall pay out of the Bond Amortization Account and the Interest Account to the appropriate Paying Agents, on or before the day preceding such redemption date (or maturity date), the amount required for the redemption (or for the payment 37 of such Term Bonds then maturing), and such amount shall be applied by such Paying Agents to such redemption (or payment). All expenses in connection with the purchase or redemption of Term Bonds shall be paid by the Issuer from the Restricted Revenue Fund. 4) Reserve Account. There shall next be deposited to the Reserve Account an amount which would enable the Issuer to restore the funds on deposit in the Reserve Account to an amount equal to the Reserve Account Requirement applicable thereto. All deficiencies in the Reserve Account must be made up no later than 12 months from the date such deficiency first occurred, whether such shortfall was caused by an increase in the applicable Reserve Account Requirement, a decrease in the aggregate market value of the investments therein of more than 5% or withdrawal (whether from cash or a Reserve Account Insurance Policy or Reserve Account Letter of Credit). On or prior to each principal payment date and Interest Date for the Bonds (in no event earlier than the 25th day of the month next preceding such payment date), moneys in the Reserve Account shall be applied by the Issuer to the payment of the principal of or Redemption Price, if applicable, and interest on the Bonds to the extent moneys in the Interest Account, the Principal Account and the Bond Amortization Account shall be insufficient for such purpose. Whenever there shall be surplus moneys in the Reserve Account by reason of a decrease in the Reserve Account Requirement or as a result of a deposit in the Reserve Account of a Reserve Account Letter of Credit or a Reserve Account Insurance Policy, such surplus moneys, to the extent practicable, shall be deposited by the Issuer into the Restricted Revenue Account and applied as directed by Bond Counsel. The Issuer shall promptly inform each Insurer and Credit Bank of any draw upon the Reserve Account for purposes of paying the principal of and interest on the Bonds. Upon the issuance of any Series of Bonds under the terms, limitations and conditions as herein provided, the Issuer shall fund the Reserve Account in an amount at least equal to the applicable Reserve Account Requirement to the extent such Series of Bonds are to be secured by the Reserve Account or any subaccount therein; provided, however, nothing herein shall be construed to require the Issuer to fund the Reserve Account or any subaccount for any Series of Bonds. Upon the adoption of the Supplemental Resolution authorizing the issuance of a Series of Bonds, the Issuer shall determine whether such Series of Bonds shall be secured by the Reserve Account or any subaccount therein and, if the Issuer determines that the Series of Bonds will be secured by a separate subaccount therein, the Issuer shall also establish the Reserve Account Requirement applicable thereto. Such required amount, if any, shall be paid in full or in part from the proceeds of such Series of Bonds or may be accumulated in equal monthly payments to the 38 Reserve Account or subaccount therein over a period of months from the date of issuance of such Series of Bonds, which shall not exceed 36 months. Notwithstanding the foregoing provisions, in lieu of or in substitution of any required deposits into the Reserve Account or any subaccount therein, the Issuer may cause to be deposited into the Reserve Account or subaccount a Reserve Account Insurance Policy and/or Reserve Account Letter of Credit for the benefit of the Bondholders in an amount equal to the difference between the Reserve Account Requirement applicable thereto and the sums then on deposit in the Reserve Account or subaccount, if any. The Issuer may also substitute a Reserve Account Insurance Policy and/or Reserve Account Letter of Credit for cash on deposit in the Reserve Account or a subaccount therein upon compliance with the terms of this Section 4.05(A)(4). Such Reserve Account Insurance Policy and/or Reserve Account Letter of Credit shall be payable to the Paying Agent upon the giving of notice as required thereunder) on any Interest Date or redemption date on which a deficiency exists which cannot be cured by moneys in any other fund or account held pursuant to this Resolution and available for such purpose. Upon the initial deposit of any such Reserve Account Insurance Policy and/or Reserve Account Letter of Credit, the provider thereof shall be either (a) an insurer whose municipal bond insurance policies insuring the payment, when due, or the principal of and interest on municipal bond issues results in such issues being rated in one of the three highest rating categories by at least one of the three Rating Agencies (without regard to gradations, such as "plus" or "minus" or "1," 2" or "3"), or (b) a commercial bank, insurance company or other financial institution which has been assigned a rating in one of the two highest rating categories by at least one of the three Rating Agencies (without regard to gradations, such as "plus" or "minus" or "1," "2" or "3"). Any Reserve Account Insurance Policy and/or Reserve Account Letter of Credit shall equally secure all Bonds secured by the Reserve Account or subaccount into which such Policy or Letter of Credit is deposited. Each Reserve Account Insurance Policy and Reserve Account Letter of Credit shall provide for a revolving feature under which the amount available thereunder will be reinstated to the extent of any reimbursement of draws or claims paid. If the revolving feature is suspended or terminated for any reason, the right of the provider of the Reserve Account Insurance Policy or Reserve Account Letter of Credit to reimbursement will be subordinated to cash replenishment of the Reserve Account or subaccount to an amount equal to the difference between the full original amount available under the Reserve Account Insurance Policy or Reserve Account Letter of Credit and the amount then available for further draws or claims. If (a) the provider of a Reserve Account Insurance Policy or Reserve Account Letter of Credit becomes insolvent or (b) the provider of a Reserve 39 Account Insurance Policy or Reserve Account Letter of Credit defaults in its payment obligations thereunder or (c) the rating of the provider of a Reserve Account Insurance Policy falls below a rating of"A-" or "A3" by all of the Rating Agencies then rating such provider or (d) the rating of the provider of a Reserve Account Letter of Credit falls below a rating of"AA-" or "Aa3" by at least two of the three Rating Agencies, the obligation to reimburse the provider of the Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be subordinate to the cash replenishment of the Reserve Account or subaccount. Where applicable, the amount available for draws or claims under a Reserve Account Insurance Policy or Reserve Account Letter of Credit may be reduced by the amount of cash or investments deposited in the Reserve Account or subaccount pursuant to the provisions hereof. If the revolving reinstatement feature described in the preceding paragraph is suspended or terminated or if the Reserve Account Insurance Policy or Reserve Account Letter of Credit is no longer valid and enforceable, the Issuer shall either i) deposit into the Reserve Account or subaccount an amount sufficient to cause the cash or investments on deposit in the Reserve Account or applicable subaccount to equal the Reserve Account Requirement on all Outstanding Bonds then secured by such Reserve Account or subaccount, such amount to be paid over the ensuing five years in equal installments deposited at least semi-annually or (ii) replace such instrument with a Reserve Account Insurance Policy or a Reserve Account Letter of Credit meeting the requirements described herein within six months of such occurrence. If three days prior to an Interest Date or principal payment date, or such other period of time as shall be required by the terms of the Reserve Account Insurance Policy or Reserve Account Letter of Credit, the Issuer shall determine that a deficiency exists in the amount of moneys available to pay in accordance with the terms hereof interest and/or principal due on the Bonds on such date, the Issuer shall immediately notify (a) the issuer of the applicable Reserve Account Insurance Policy and/or the issuer of the Reserve Account Letter of Credit and submit a demand for payment pursuant to the provisions of such Reserve Account Insurance Policy and/or the Reserve Account Letter of Credit, (b) the Paying Agent, and (c)the Insurer or Credit Bank, if any, of the amount of such deficiency and the date on which such payment is due. The Issuer may evidence its obligation to reimburse the issuer of any Reserve Account Letter of Credit or Reserve Account Insurance Policy by executing and delivering to such issuer a promissory note or other evidence therefor; provided, however, any such note or evidence (a) shall not be a general obligation of the Issuer the payment of which is secured by the full faith and credit 40 or taxing power of the Issuer, and (b) shall be payable solely from the Pledged Funds in the manner provided herein. The obligation to reimburse the provider of a Reserve Account Insurance Policy or Reserve Account Letter of Credit for any Policy Costs shall be subordinate to the payment of Debt Service on the Bonds. The term "Paying Agent" as used in this Section 4.05(A)(4) may include one or more Paying Agents for the Outstanding Bonds. Whenever the amount of cash in the Reserve Account, together with the other amounts in the Debt Service Fund, are sufficient to fully pay all Outstanding Bonds in accordance with their terms (including principal or applicable Redemption Price and interest thereon), the funds on deposit in the Reserve Account may be transferred to the other Accounts of the Debt Service Fund for the payment of the Bonds. The Issuer may also establish a separate subaccount in the Reserve Account for any Series of Bonds and such subaccount shall be pledged to the payment of such Series of Bonds apart from the pledge provided herein. To the extent a Series of Bonds is secured separately by a subaccount of the Reserve Account, the Holders of such Bonds shall not be secured by any other moneys in the Reserve Account. Moneys in a separate subaccount of the Reserve Account shall be maintained at the Reserve Account Requirement applicable to such Series of Bonds secured by the subaccount; provided the Supplemental Resolution authorizing such Series of Bonds may establish the Reserve Account Requirement relating to such separate subaccount of the Reserve Account at such level as the Issuer deems appropriate. In the event the Issuer by Supplemental Resolution establishes the Reserve Account Requirement for a particular Series of Bonds to be zero (0.00) or it shall determine that such Series are not to be secured in any manner by the Reserve Account or a subaccount, then it shall not be required to establish a separate subaccount; provided, however, such Series of Bonds shall have no lien on or pledge of any moneys on deposit in the Reserve Account. Moneys used to replenish the Reserve Account shall be deposited in the separate subaccounts in the Reserve Account and in the Reserve Account on a pro-rata basis. The County Manager shall determine the Reserve Account Requirement with respect to the Series 2017 Bonds, upon the advice of the Financial Advisor and Bond Counsel. In the event the Issuer shall maintain a Reserve Account Insurance Policy or Reserve Account Letter of Credit and moneys in the Reserve Account or any subaccount, the moneys shall be used prior to making any disbursements under such Reserve Account Insurance Policy or Reserve Account Letter of Credit. The 41 provisions of any insurance agreements executed in connection with any such Policy or Letter of Credit, when executed and delivered, shall be incorporated herein by reference. The provisions of such agreements shall supersede the provisions hereof to the extent of any conflict herewith. 5) Unrestricted Revenue Account. The balance of any moneys after the deposits required by Sections 4.05(A)(1) through (A)(4) hereof may be transferred, at the discretion of the Issuer, to the Unrestricted Revenue Account or any other appropriate fund and account of the Issuer and may be used for any lawful purpose including, without limitation, the early redemption of Bonds. In the event moneys on deposit in the Interest Account and the Principal Account on the third day prior to an Interest Date are not sufficient to pay the principal of and interest on the Bonds coming due on such Interest Date, the Issuer shall transfer moneys from the Unrestricted Revenue Account, if any, to the appropriate Account of the Debt Service Fund to provide for such payment. Any moneys remaining in the Unrestricted Revenue Account on each Interest Date may be used for any lawful purpose in accordance with the Act. B) The Issuer, in its discretion, may use moneys in the Principal Account, the Bond Amortization Account and the Interest Account to purchase or redeem Outstanding Bonds coming due on the next principal payment date, provided such purchase or redemption does not adversely affect the Issuer's ability to pay the principal or interest coming due on such principal payment date on the Bonds not so purchased or redeemed. C) On or before the date established for payment of any principal of or interest on the Bonds, the Issuer shall withdraw from the appropriate Account of the Debt Service Fund sufficient moneys to pay such principal or interest and deposit such moneys with the Paying Agent. Such deposits with the Paying Agent shall be made in moneys available to make payments of the principal of and interest on the Bonds as the same becomes due. D) In the event the Issuer shall issue a series of Bonds secured by a Credit Facility, the Issuer may establish such separate subaccounts in the Interest Account, the Principal Account and the Bond Amortization Account to provide for payment of the principal of and interest on such Series as may be required by the Credit Facility Provider; provided one Series of Bonds shall not have preference in payment from Pledged Funds over any other Series of Bonds. The Issuer may also deposit moneys in such subaccounts at such other times and in such other amounts from those provided in this Section 4.05 as shall be necessary to pay the principal of and interest on such Bonds as the same shall become due, all as provided by the Supplemental Resolution authorizing such Bonds. In the case of Bonds secured by a Credit Facility, amounts on deposit in any subaccounts established for such Bonds may be applied as provided in the applicable Supplemental Resolution to reimburse the Credit Facility Provider for amounts 42 drawn under such Credit Facility to pay the principal of or redemption price, if applicable, and interest on such Bonds or to pay the purchase price of any such Bonds which are tendered by the Holders thereof for payment. SECTION 4.06. REBATE FUND. Amounts on deposit in the Rebate Fund shall be held in trust by the Issuer and used solely to make required rebates to the United States (except to the extent the same may be transferred to the Revenue Fund) and the Bondholders shall have no right to have the same applied for debt service on the Bonds. For any Series of Bonds for which the rebate requirements of Section 148(f) of the Code are applicable, the Issuer agrees to undertake all actions required of it in its arbitrage certificate relating to such Series of Bonds, including, but not limited to: A) making a determination in accordance with the Code of the amount required to be deposited in the Rebate Fund; B) depositingdeositin the amount determined in clause (A) above into the Rebate Fund; C) paying on the dates and in the manner required by the Code to the United States Treasury from the Rebate Fund and any other legally available moneys of the Issuer such amounts as shall be required by the Code to be rebated to the United States Treasury; and D) keeping such records of the determinations made pursuant to this Section 4.06 as shall be required by the Code, as well as evidence of the fair market value of any investments purchased with proceeds of the Bonds. The provisions of the above-described arbitrage certificates may be amended without the consent of any Holder, Credit Bank or Insurer from time to time as shall be necessary, in the opinion of Bond Counsel, to comply with the provisions of the Code. SECTION 4.07. INVESTMENTS. Moneys on deposit in the Construction Fund, the Restricted Revenue Account and the Debt Service Fund shall be continuously secured in the manner by which the deposit of public funds are authorized to be secured by the laws of the State. Moneys on deposit in the Construction Fund, the Restricted Revenue Account and the Debt Service Fund, other than the Reserve Account, may be invested and reinvested in Authorized Investments maturing not later than the date on which the moneys therein will be needed for the purposes of such Fund or Account. Moneys on deposit in the Reserve Account may be invested and reinvested in Authorized Investments which mature no later than ten (10) years from the date of investment. All investments shall be valued at market at least annually as of September 30 or each year. 43 Any and all income received by the Issuer from the investment of moneys in the Construction Fund, the Interest Account, the Principal Account, the Bond Amortization Account, the Restricted Revenue Account and the Reserve Account (to the extent such income and the other amounts in the Reserve Account does not exceed the Reserve Account Requirement) shall be retained in such respective Fund or Account. Any and all income received by the Issuer from the investment of moneys in the Reserve Account only to the extent such income and other amounts in the Reserve Account exceeds the Reserve Account Requirement) shall be deposited in the Interest Account. Nothing contained in this Resolution shall prevent any Authorized Investments acquired as investments of or security for funds held under this Resolution from being issued or held in book-entry form on the books of the Department of the Treasury of the United States. SECTION 4.08. SEPARATE ACCOUNTS. The moneys required to be accounted for in each of the foregoing funds, accounts and subaccounts established herein may be deposited in a single bank account, and funds allocated to the various funds, accounts and subaccounts established herein may be invested in a common investment pool, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the moneys on deposit therein and such investments for the various purposes of such funds, accounts and subaccounts as herein provided. The designation and establishment of the various funds, accounts and subaccounts in and by this Resolution shall not be construed to require the establishment of any completely independent, self-balancing funds as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues for certain purposes and to establish certain priorities for application of such revenues as herein provided. Remainder of page intentionally left blank] 44 ARTICLE V SUBORDINATED INDEBTEDNESS, ADDITIONAL BONDS AND COVENANTS OF ISSUER SECTION 5.01. SUBORDINATED INDEBTEDNESS. The Issuer will not issue any other obligations payable from the Pledged Funds or voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien thereon in favor of the Bonds and the interest thereon except in compliance with the provisions of Section 5.02. The Issuer may at any time or from time to time issue evidences of indebtedness payable in whole or in part out of the Pledged Funds and which may be secured by a pledge of the Pledged Funds; provided, however, that such pledge shall be, and shall be expressed to be, subordinated in all respects to the pledge of the Pledged Funds created by this Resolution and provided further that the issuance of such Subordinated Indebtedness shall be subject to any provisions contained in financing documents securing outstanding Subordinated Indebtedness to the extent such provisions impact on the ability of the Issuer to issue Subordinated Indebtedness. The Issuer shall have the right to covenant with the holders from time to time of any Subordinated Indebtedness to add to the conditions, limitations and restrictions under which any Additional Bonds may be issued pursuant to Section 5.02 hereof. The Issuer agrees to pay promptly any Subordinated Indebtedness as the same shall become due. SECTION 5.02. ISSUANCE OF ADDITIONAL BONDS. No Additional Bonds, payable on a parity with the Bonds then Outstanding pursuant to this Resolution, shall be issued except upon the conditions and in the manner herein provided. The Issuer may issue one or more Series of Additional Bonds for any one or more of the following purposes: financing or refinancing the Costs of a Project, or the completion thereof, or refunding any or all Outstanding Bonds or of any Subordinated Indebtedness of the Issuer or any other indebtedness of the Issuer that it may lawfully refund with proceeds of Bonds. No such Additional Bonds shall be issued unless (1) no Event of Default (as specified in Section 6.01 hereof) shall have occurred and be continuing hereunder and (2) the following conditions are complied with: A) Except as otherwise provided in Section 5.02(D) hereof, there shall have been obtained and filed with the Issuer a certificate of an Authorized Issuer Officer: (1) stating that he or she has examined the books and records of the Issuer relating to the Tourist Development Tax Revenues which have been received by the Issuer; (2) setting forth the amount of such Tourist Development Revenues received by the Issuer during any twelve (12) consecutive months designated by the Issuer within the twenty-four (24) months immediately preceding the date of delivery of such Additional Bonds with respect to which such statement is made; and (3) stating that the aggregate amount of such 45 Tourist Development Tax Revenues received by the Issuer during the aforementioned 12 month period equals at least 1.75 times the Maximum Annual Debt Service on all Bonds then Outstanding and such Additional Bonds with respect to which such statement is made. Such report may be partially based upon a certification of certain matters related to the calculation of the Maximum Annual Debt Service by the Issuer's Financial Advisor. B) An Authorized Issuer Officer shall certify in writing that the Issuer is in compliance in all material respects with the provisions of the Tourist Development Tax Ordinance. C) In the event the Issuer, by Supplemental Resolution, extends the pledge of the Tourist Development Tax Revenues created pursuant to this Resolution to include additional tourist development tax proceeds, then for the purposes of determining whether there are sufficient Tourist Development Tax Revenues to meet the coverage test specified in Section 5.02(A) hereof, an Authorized issuer Officer may adjust the amount of Tourist Development Tax Revenues which were received during the applicable 12 consecutive month period to take into account the additional tourist development tax proceeds that were or would have been received during the 12 consecutive month period. D) For the purpose of determining the Debt Service under this Section 5.02, the interest rate on Additional Bonds that are proposed to be as Variable Rate Bonds shall be deemed to be the Bond Buyer Revenue Bond Index most recently published prior to the sale of such Additional Bonds. E) For the purpose of determining the Debt Service under this Section 5.02, the interest rate on Outstanding Variable Rate Bonds (not subject to a Qualified Hedge Agreement) shall be deemed to be (i) if such Variable Rate Bonds have been Outstanding for at least 12 months prior to the date of sale of such Additional Bonds, the highest of a) the actual rate of interest borne by such Variable Rate Bonds on the date of sale, and b)the average interest rate borne by such Variable Rate Bonds during the 12 month period preceding the date of sale, or (ii) if such Variable Rate Bonds have not been Outstanding for at least 12 months prior to the date of sale of such Additional Bonds, the higher of(a) the actual rate of interest borne by the Variable Rate Bonds on the date of sale, and (b) the Bond Buyer Revenue Bond Index most recently published prior to the sale of such Additional Bonds. F) Additional Bonds shall be deemed to have been issued pursuant to this Resolution the same as the Outstanding Bonds, and all of the other covenants and other provisions of this Resolution (except as to details of such Additional Bonds inconsistent therewith) shall be for the equal benefit, protection and security of the Holders of all Bonds issued pursuant to this Resolution. Except as otherwise provided in Sections 4.02 and 4.05 hereof, all Bonds, regardless of the time or times of their issuance, shall rank equally with respect to their lien on the Pledged Funds and their sources and security for 46 payment therefrom without preference of any Bonds over any other; provided, however, that the Issuer shall include a provision in any Supplemental Resolution authorizing the issuance of Variable Rate Additional Bonds pursuant to this Section 5.02 that in the event the principal thereof is accelerated due to such Bonds being held by the Credit Facility Provider, the lien of any accelerated debt due and owing such Credit Facility Provider on the Pledged Funds shall be subordinate in all respects to the pledge of the Pledged Funds created by this Resolution. G) In the event any Additional Bonds are issued for the purpose of refunding any Bonds then Outstanding, the conditions of Section 5.02(A) hereof shall not apply, provided that the issuance of such Additional Bonds shall result in a reduction of aggregate debt service. The conditions of Section 5.02(A) hereof shall apply to Additional Bonds issued to refund Subordinated Indebtedness and to Additional Bonds issued for refunding purposes which cannot meet the conditions of this paragraph. SECTION 5.03. BOND ANTICIPATION NOTES. The Issuer may issue notes in anticipation of the issuance of Bonds which shall have such terms and details and be secured in such manner, not inconsistent with this Resolution, as shall be provided by resolution of the Issuer. SECTION 5.04. ACCESSION OF SUBORDINATED INDEBTEDNESS TO PARITY STATUS WITH BONDS. The Issuer may provide for the accession of Subordinated Indebtedness to the status of complete parity with the Bonds, if (A) the Issuer shall meet all the requirements imposed upon the issuance of Additional Bonds by Section 5.02 hereof, assuming, for purposes of said requirements, that such Subordinated Indebtedness shall be Additional Bonds and (B) the Reserve Account, upon such accession, shall contain an amount equal to the Reserve Account Requirement in accordance with Section 4.05(A)(4) hereof. If the aforementioned conditions are satisfied, the Subordinated Indebtedness shall be deemed to have been issued pursuant to this Resolution the same as the Outstanding Bonds, and such Subordinated Indebtedness shall be considered Bonds for all purposes provided in this Resolution. SECTION 5.05. BOOKS AND RECORDS. The Issuer will keep books and records of the receipt of the Tourist Development Tax Revenues in accordance with generally accepted accounting principles, and any Credit Facility Provider, or Holder or Holders of at least $1,000,000 aggregate principal amount of Bonds shall have the right at all reasonable times to inspect the records, accounts and data of the Issuer relating thereto. SECTION 5.06. NO IMPAIRMENT. The pledging of the Pledged Funds in the manner provided herein shall not be subject to repeal, modification or impairment by any subsequent ordinance, resolution, agreement or other proceedings of the Issuer. 47 SECTION 5.07. RECEIPT OF TOURIST DEVELOPMENT TAX REVENUES. The Issuer covenants to do all things necessary or required on its part by the Act or otherwise to maintain the levy and collection of the Tourist Development Tax Revenues. The Issuer shall exercise all legally available remedies to enforce such levy and collection now or hereafter available under law. The Issuer will not take any action or enter into any agreement that shall result in impairing or reducing the level of the Tourist Development Tax Revenues received by the Issuer from that level prevailing at the time the Issuer takes such action or enters into such agreement. The Issuer shall not amend the Tourist Development Tax Ordinance in any manner which would reduce the amount of Tourist Development Tax Revenues received by the Issuer. The Issuer shall ensure that the Tourist Development Tax Ordinance remains in effect for so long as any Bonds remain Outstanding hereunder. SECTION 5.08. FEDERAL INCOME TAX COVENANTS. (A) The Issuer covenants with the Holders of the Bonds (other than Taxable Bonds and Federal Subsidy Bonds) that it shall not use the proceeds of the Bonds in any manner which would cause the interest on the Bonds to be or become includable in gross income for purposes of federal income taxation. B) The Issuer covenants with the Holders of the Bonds (other than Taxable Bonds and Federal Subsidy Bonds) that neither the Issuer nor any Person under its control or direction will make any use of the proceeds of the Bonds (or amounts deemed to be proceeds under the Code) in any manner which would cause the Bonds to be arbitrage bonds" within the meaning of the Code and neither the Issuer nor any other Person shall do any act or fail to do any act which would cause the interest on the Bonds to become includable in gross income for purposes of federal income taxation. C) The Issuer hereby covenants with the Holders of the Bonds (other than Taxable Bonds and Federal Subsidy Bonds) that it will comply with all provisions of the Code necessary to maintain the exclusion of interest on the Bonds from gross income for purposes of federal income taxation, including, in particular, the payment of any amount required to be rebated to the U.S. Treasury pursuant to the Code. SECTION 5.09. COVENANTS RELATING TO FEDERAL SUBSIDY BONDS. The Issuer covenants with respect to any Bonds issued as Federal Subsidy Bonds that it will: A) File, on a timely basis, Internal Revenue Service Form 8038-CP or such other form or forms required by the United States Department of Treasury to receive Federal Subsidy Payments in connection with any Bonds issued as Federal Subsidy Bonds. 48 B) Deposit promptly the Federal Subsidy Payments received from the United States Department of Treasury, if any, to the Interest Account of the Debt Service Fund to pay interest on the Federal Subsidy Bonds. C) Comply with all provisions of the Code, all Treasury Regulations promulgated thereunder, and any applicable notice, ruling or other formal interpretation issued by the United States Department of Treasury or the Internal Revenue Service, in order for the Bonds issued as Federal Subsidy Bonds to be and to remain Federal Subsidy Bonds. D) Not take any action, or fail to take any action, if any such action or failure to take such action would adversely affect the Issuer's receipt of Federal Subsidy Payments or the status of the Bonds issued as Federal Subsidy Bonds, or any portion thereof, as Federal Subsidy Bonds. The Issuer covenants that it will not directly or indirectly use or permit the use of any proceeds of Bonds issued as Federal Subsidy Bonds or any other of its funds or take or omit to take any action that would cause the Bonds issued as Federal Subsidy Bonds to be or become "arbitrage bonds" within the meaning of Section 148(a) or to fail to meet any other applicable requirements of the Code. Remainder of page intentionally left blank] 49 ARTICLE VI DEFAULTS AND REMEDIES SECTION 6.01. EVENTS OF DEFAULT. The following events shall each constitute an "Event of Default": A) Default shall be made in the payment of the principal of Amortization Installment, redemption premium or interest on any Bond when due. In determining whether a payment default has occurred, no effect shall be given to payment made under a Bond Insurance Policy. B) There shall occur the dissolution or liquidation of the Issuer, or the filing by the Issuer of a voluntary petition in bankruptcy, or the commission by the Issuer of any act of bankruptcy, or adjudication of the Issuer as a bankrupt, or assignment by the Issuer for the benefit of its creditors, or appointment of a receiver for the Issuer, or the entry by the Issuer into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the Issuer in any proceeding for its reorganization instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any similar act in any jurisdiction which may now be in effect or hereafter enacted. C) The Issuer shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Resolution on the part of the Issuer to be performed, and such default shall continue for a period of 90 days after written notice of such default shall have been received from the Holders of not less than 25% of the aggregate principal amount of Bonds Outstanding. Notwithstanding the foregoing, the Issuer shall not be deemed to be in default hereunder if such default can be cured within a reasonable period of time and if the Issuer in good faith institutes appropriate curative action and diligently pursues such action until default has been corrected; provided, however, no such curative action shall exceed 90 days without the prior written consent of the Insurers. SECTION 6.02. REMEDIES. Any Holder of Bonds issued under the provisions of this Resolution or any trustee or receiver acting for such Bondholders may either at law or in equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights under the Laws of the State of Florida, or granted and contained in this Resolution, and may enforce and compel the performance of all duties required by this Resolution or by any applicable statutes to be performed by the Issuer or by any officer thereof; provided, however, that no Holder, trustee or receiver shall have the right to declare the Bonds immediately due and payable without the consent of any affected Insurers except to the extent the acceleration of any Bonds that bear interest at a variable rate and that are secured by a Credit Facility is 50 provided for in a Supplemental Resolution, the provisions of which are approved by the Insurers. The Holder or Holders of Bonds in an aggregate principal amount of not less than 25% of the Bonds then Outstanding may by a duly executed certificate in writing appoint a trustee for Holders of Bonds issued pursuant to this Resolution with authority to represent such Bondholders in any legal proceedings for the enforcement and protection of the rights of such Bondholders and such certificate shall be executed by such Bondholders or their duly authorized attorneys or representatives, and shall be filed in the office of the Clerk. Notice of such appointment, together with evidence of the requisite signatures of the Holders of not less than 25% in aggregate principal amount of Bonds Outstanding and the trust instrument under which the trustee shall have agreed to serve shall be filed with the Issuer and the trustee and notice of such appointment shall be given to all Holders of Bonds in the same manner as notices of redemption are given hereunder. After the appointment of the first trustee hereunder, no further trustees may be appointed; however, the Holders of a majority in aggregate principal amount of all the Bonds then Outstanding may remove the trustee initially appointed and appoint a successor and subsequent successors at any time. SECTION 6.03. DIRECTIONS TO TRUSTEE AS TO REMEDIAL PROCEEDINGS. The Holders of a majority in principal amount of the Bonds then Outstanding (or any Insurer insuring any then Outstanding Bonds) have the right, by an instrument or concurrent instruments in writing executed and delivered to the trustee, to direct the method and place of conducting all remedial proceedings to be taken by the trustee hereunder with respect to the Series of Bonds owned by such Holders or insured by such Insurer, provided that such direction shall not be otherwise than in accordance with law or the provisions hereof, and that the trustee shall have the right to decline to follow any direction which in the opinion of the trustee would be unjustly prejudicial to Holders of Bonds not parties to such direction. SECTION 6.04. REMEDIES CUMULATIVE. No remedy herein conferred upon or reserved to the Bondholders is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. SECTION 6.05. WAIVER OF DEFAULT. No delay or omission of any Bondholder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default, or an acquiescence therein; and every power and remedy given by Section 6.02 to the Bondholders may be exercised from time to time, and as often as may be deemed expedient. 51 SECTION 6.06. APPLICATION OF MONEYS AFTER DEFAULT. If an Event of Default shall happen and shall not have been remedied, the Issuer or a trustee or receiver appointed for the purpose shall apply all Pledged Funds (except as for amounts in the subaccounts of the Reserve Account which shall be applied to the payment of the Series of Bonds for which they were established) as follows and in the following order: A. To the payment of the reasonable and proper charges, expenses and liabilities of the trustee or receiver and Registrar hereunder; B. To the payment of the interest (including Hedge Payments) and principal or Redemption Price, if applicable, then due on the Bonds, as follows: 1) Unless the principal of all the Bonds shall have become due and payable, all such moneys shall be applied: FIRST: to the payment to the Persons entitled thereto of all installments of interest (including Hedge Payments) then due, in the order of the maturity of such installments, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or preference; SECOND: to the payment to the Persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due at maturity or upon mandatory redemption prior to maturity (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of Section 8.01 of this Resolution), in the order of their due dates, with interest upon such Bonds from the respective dates upon which they became due, and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment first of such interest, ratably according to the amount of such interest due on such date, and then to the payment of such principal, ratably according to the amount of such principal due on such date, to the Persons entitled thereto without any discrimination or preference; and THIRD:to the payment of the Redemption Price of any Bonds called for optional redemption pursuant to the provisions of this Resolution. 2) If the principal of all the Bonds shall have become due and payable, all such moneys shall be applied to the payment of the principal and interest (including Hedge Payments) then due and unpaid upon the Bonds, with interest thereon as aforesaid, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any 52 other Bond, ratably, according to the amounts due respectively for principal and interest, to the Persons entitled thereto without any discrimination or preference. C. To the payment of all amounts owed to the Insurers not covered by A or B above and all amounts owed to Counterparties not covered by A or B above. SECTION 6.07. CONTROL BY INSURER. To the extent an Insurer makes any payment of principal of or interest on Bonds in accordance with its Bond Insurance Policy, such Insurer shall become subrogated to the rights of the recipients of such payments in accordance with the terms of its Bond Insurance Policy. Upon the occurrence and continuance of an Event of Default, an Insurer of a Series of Bonds, if such Insurer shall not be in payment default under its Bond Insurance Policy, shall be deemed to be the sole owner of such Bonds for purposes of(A) directing and controlling the enforcement of all rights and remedies with respect to such Series of Bonds, including any waiver of an Event of Default and removal of any trustee, and (B) exercising any voting right or privilege or giving any consent or direction or taking any other action that the Holders of such Bonds are entitled to take pursuant to this Article VI hereof. No provision expressly recognizing or granting rights in or to an Insurer shall be modified without the consent of such Insurer. An Insurer's rights under this Section 6.07 shall be suspended during any period in which such Insurer is in default in its payment obligations under its Bond Insurance Policy (except to the extent of amounts previously paid by such Insurer and due and owing to such Insurer) and shall be of no force or effect if its Bond Insurance Policy is no longer in effect or if the Insurer asserts that its Bond Insurance Policy is not in effect or if the Insurer waives such rights in writing. The rights granted to an Insurer under this Section 6.07 are granted in consideration of such Insurer issuing its Bond Insurance Policy. The Issuer shall provide each Insurer immediate notice of any Event of Default described in Section 6.01(A) hereof and notice of any other Event of Default occurring hereunder within 30 days of the occurrence thereof. Each Insurer of any Bonds hereunder shall be considered a third-party beneficiary to the Resolution with respect to such Bonds. Remainder of page intentionally left blank] 53 ARTICLE VII SUPPLEMENTAL RESOLUTIONS SECTION 7.01. SUPPLEMENTAL RESOLUTION WITHOUT BONDHOLDERS' CONSENT. The Issuer, from time to time and at any time, may adopt such Supplemental Resolutions without the consent of the Bondholders (which Supplemental Resolution shall thereafter form a part hereof) for any of the following purposes: A) To cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Resolution or to clarify any matters or questions arising hereunder. B) To grant to or confer upon the Bondholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Bondholders. C) To add to the conditions, limitations and restrictions on the issuance of Bonds under the provisions of this Resolution other conditions, limitations and restrictions thereafter to be observed. D) To add to the covenants and agreements of the Issuer in this Resolution other covenants and agreements thereafter to be observed by the Issuer or to surrender any right or power herein reserved to or conferred upon the Issuer. E) To specify and determine the matters and things referred to in Sections 2.01 or 2.02 hereof, including the issuance of Additional Bonds, and also any other matters and things relative to such Bonds which are not contrary to or inconsistent with this Resolution as theretofore in effect, or to amend, modify or rescind any such authorization, specification or determination at any time prior to the first delivery of such Bonds. F) To authorize Projects or to change or modify the description of any Project. G) To specify and determine matters necessary or desirable for the issuance of Variable Rate Bonds, Federal Subsidy Bonds or Capital Appreciation Bonds. H) To provide for the establishment of a separate subaccount or subaccounts in the Reserve Account which shall independently secure one or more Series of Bonds. I) To make any other change that, in the opinion of the Issuer, would not materially adversely affect the interests of the Holders of the Bonds. In making such determination, the Issuer shall not take into consideration any Bond Insurance Policy. 54 SECTION 7.02. SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS', INSURERS' AND CREDIT BANKS' CONSENTS. Subject to the terms and provisions contained in this Section 7.02 and Sections 7.01 and 7.03 hereof, the Holder or Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, anything contained in this Resolution to the contrary notwithstanding, to consent to and approve the adoption of such Supplemental Resolutions hereto as shall be deemed necessary or desirable by the Issuer for the purpose of supplementing, modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution; provided, however, that if such modification or amendment will, by its terms, not take effect so long as any Bonds of any specified Series or maturity remain Outstanding, the consent of the Holders of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section 7.02. Any Supplemental Resolution which is adopted in accordance with the provisions of this Section 7.02 shall also require the written consent of any Credit Bank that has provided a Credit Facility and the Insurer of any Bonds which are Outstanding at the time such Supplemental Resolution shall take effect if such Insurer and Credit Bank are not in payment default under their Bond Insurance Policy or Credit Facility, as the case may be. No Supplemental Resolution may be approved or adopted which shall permit or require, without the consent of all affected Bondholders, (A) an extension of the maturity of the principal of or the payment of the interest on any Bond issued hereunder, B) reduction in the principal amount of any Bond or the Redemption Price or the rate of interest thereon, (C) the creation of a lien upon or a pledge of the Pledged Funds other than the lien and pledge created by this Resolution, or except as otherwise permitted or provided hereby, which materially adversely affects any Bondholders, (D) a preference or priority of any Bond or Bonds over any other Bond or Bonds (except as to the establishment of separate subaccounts in the Reserve Account provided in Section 4.05(A)(4) hereof), or (E) a reduction in the aggregate principal amount of the Bonds required for consent to such Supplemental Resolution. Nothing herein contained, however, shall be construed as making necessary the approval by Bondholders or the Insurers or the Credit Banks of the adoption of any Supplemental Resolution as authorized in Section 7.01 hereof. If at any time the Issuer shall determine that it is necessary or desirable to adopt any Supplemental Resolution pursuant to this Section 7.02, the Clerk shall cause the Registrar to give notice of the proposed adoption of such Supplemental Resolution and the form of consent to such adoption to be mailed, postage prepaid, to all Bondholders at their addresses as they appear on the registration books. Such notice shall briefly set forth the nature of the proposed Supplemental Resolution and shall state that copies thereof are on file at the offices of the Clerk and the Registrar for inspection by all Bondholders. The Issuer shall not, however, be subject to any liability to any Bondholder by reason of its failure to cause the notice required by this Section 7.02 to be mailed and 55 any such failure shall not affect the validity of such Supplemental Resolution when consented to and approved as provided in this Section 7.02. Whenever the Issuer shall deliver to the Clerk an instrument or instruments in writing purporting to be executed by the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding, which instrument or instruments shall refer to the proposed Supplemental Resolution described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the Issuer may adopt such Supplemental Resolution in substantially such form, without liability or responsibility to any Holder of any Bond, whether or not such Holder shall have consented thereto. If the Holders of not less than a majority in aggregate principal amount of the Bonds Outstanding at the time of the adoption of such Supplemental Resolution shall have consented to and approved the adoption thereof as herein provided, no Holder of any Bond shall have any right to object to the adoption of such Supplemental Resolution, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the Issuer from adopting the same or from taking any action pursuant to the provisions thereof. Upon the adoption of any Supplemental Resolution pursuant to the provisions of this Section 7.02, this Resolution shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Resolution of the Issuer and all Holders of Bonds then Outstanding shall thereafter be determined, exercised and enforced in all respects under the provisions of this Resolution as so modified and amended. Notwithstanding any other provision of this Section 7.02, Holders of Bonds shall be deemed to have provided consent pursuant to this Section 7.02 if the offering document for such Bonds expressly describes the Supplemental Resolution and the amendments to this Resolution contained therein and states by virtue of the Holders' purchase of such Bonds the Holders are deemed to have notice of, and consented to, such Supplemental Resolution and amendments. SECTION 7.03. AMENDMENT WITH CONSENT OF INSURERS AND CREDIT BANKS ONLY. For purposes of amending this Resolution pursuant to Section 7.02 hereof, an Insurer of Bonds and the Credit Bank providing a Credit Facility shall be considered the Holder of such Bonds which it has insured or provided a Credit Facility; provided that such Insurer and Credit Bank is not in default with respect to its obligations under its Bond Insurance Policy or Credit Facility, and the consent of the Holders of such Bonds shall not be required if the Insurer of such Bonds and any such 56 Credit Bank shall consent to the amendment as provided by this Section 7.03. At least 15 days prior to adoption of any amendment made pursuant to this Section 7.03, notice of such amendment shall be delivered to the Rating Agencies then rating the Bonds. Upon filing with the Clerk of evidence of such consent the Insurers and Credit Banks as aforesaid, the Issuer may adopt such Supplemental Resolution. After the adoption by the Issuer of such Supplemental Resolution, notice thereof shall be mailed in the same manner as notices of an amendment under Section 7.03 hereof. Notwithstanding the foregoing, the consent of all affected Bondholders shall still be required with respect to any amendment set forth in Clauses (A), (B), (C), (D) or (E) in the first paragraph of Section 7.02 hereof. Remainder of page intentionally left blank] 57 ARTICLE VIII DEFEASANCE SECTION 8.01. DEFEASANCE. If (A) the Issuer shall pay or cause to be paid or there shall otherwise be paid to the Holders of any Series of Bonds the principal and interest or Redemption Price due or to become due thereon, at the times and in the manner stipulated therein and in this Resolution, and (B) the Issuer shall pay all Policy Costs owing to any provider of a Reserve Account Letter of Credit or Reserve Account Insurance Policy and all amounts owing to the Insurers, then all covenants, agreements and other obligations of the Issuer to the holders of such Series of Bonds shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Paying Agents shall pay over or deliver to the Issuer all money or securities held by them pursuant to this Resolution which are not required for payment or redemption of any Series of Bonds not theretofore surrendered for such payment or redemption. Any Bonds or interest installments appertaining thereto shall be deemed to have been paid within the meaning of this Section 8.01 if(i) in case any such Bonds are to be redeemed prior to the maturity thereof, there shall have been taken all action necessary to call such Bonds for redemption and notice of such redemption shall have been duly given or provision shall have been made for the giving of such notice, and (ii) there shall have been deposited in irrevocable trust with a banking institution or trust company by or on behalf of the Issuer either moneys in an amount which shall be sufficient, or Refunding Securities verified by an independent certified public accountant to be in such amount that the principal of and the interest on or redemption price which when due will provide moneys which, together with the moneys, if any, deposited with such banking institution or trust company at the same time shall be sufficient, to pay the principal of and interest due and to become due on said Bonds on and prior to the maturity date thereof Except as hereafter provided, neither the Refunding Securities nor any moneys so deposited with such banking institution or trust company nor any moneys received by such bank or trust company on account of principal of or redemption price, if applicable, or interest on said Refunding Securities shall be withdrawn or used for any purpose other than, and all such moneys shall be held in trust for and be applied to, the payment, when due, of the principal of or redemption price of the Bonds for the payment of which they were deposited and the interest accruing thereon to the date of maturity; provided, however, the Issuer may substitute new Refunding Securities and moneys for the deposited Refunding Securities and moneys if the new Refunding Securities and moneys are sufficient to pay the principal of and interest on or redemption price of the refunded Bonds. For purposes of determining whether Variable Rate Bonds shall be deemed to have been paid prior to the maturity or the redemption date thereof, as the case may be, 58 by the deposit of moneys, or specified Refunding Securities and moneys, if any, in accordance with this Section 8.01, the interest to come due on such Variable Rate Bonds on or prior to the maturity or redemption date thereof, as the case may be, shall be calculated at the Maximum Interest Rate; provided, however, that if on any date, as a result of such Variable Rate Bonds having borne interest at less than the Maximum Interest Rate for any period, the total amount of moneys and specified Refunding Securities on deposit for the payment of interest on such Variable Rate Bonds is in excess of the total amount which would have been required to be deposited on such date in respect of such Variable Rate Bonds in order to satisfy this Section 8.01, such excess shall be paid to the Issuer free and clear of any trust, lien, pledge or assignment securing the Bonds or otherwise existing under this Resolution. In order to defease Variable Rate Bonds under this Section 8.01 provision must be made in the escrow deposit agreement for such Bonds to allow for optional tenders for purchase if such purchase is allowed under the corresponding authorizing instrument for such Bonds. If adequate provision cannot be made, then such Variable Rate Bonds may not be defeased under this Section 8.01. If Bonds are not to be redeemed or paid within 60 days after any such defeasance described in this Section 8.01, the Issuer shall cause the Registrar to mail a notice to the Holders of such Bonds that the deposit required by this Section 8.01 of moneys or Refunding Securities has been made and said Bonds are deemed to be paid in accordance with the provisions of this Section 8.01 and stating such maturity date upon which moneys are to be available for the payment of the principal of and interest on or redemption price of said Bonds. Failure to provide said notice shall not affect the Bonds being deemed to have been paid in accordance with the provisions of this Section 8.01. Nothing herein shall be deemed to require the Issuer to call any of the Outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the Issuer in determining whether to exercise any such option for early redemption. Notwithstanding anything herein to the contrary, in the event that the principal of or interest due on the Bonds shall be paid by an Insurer or Insurers, such Bonds shall remain Outstanding, shall not be defeased or otherwise satisfied and shall not be considered paid by the Issuer, and the pledge of the Pledged Funds and all covenants, agreements and other obligations of the Issuer to the Bondholders shall continue to exist and such Insurer or Insurers shall be subrogated to the rights of such Bondholders. 59 ARTICLE IX MISCELLANEOUS SECTION 9.01. CAPITAL APPRECIATION BONDS. For the purposes of A) receiving payment of the Redemption Price if a Capital Appreciation Bond is redeemed prior to maturity, or (B) receiving payment of a Capital Appreciation Bond if the principal of all Bonds becomes due and payable under the provisions of this Resolution, or (C) computing the amount of Bonds held by the Holder of a Capital Appreciation Bond in giving to the Issuer or any trustee or receiver appointed to represent the Bondholders any notice, consent, request or demand pursuant to this Resolution for any purpose whatsoever, the principal amount of a Capital Appreciation Bond shall be deemed to be its Accreted Value. SECTION 9.02. SALE OF BONDS. The Bonds shall be issued and sold at public or private sale at one time or in installments from time to time and at such price or prices as shall be consistent with the provisions of the Act, the requirements of this Resolution and other applicable provisions of law. SECTION 9.03. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions of this Resolution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements and provisions of this Resolution and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof or of the Bonds issued hereunder. SECTION 9.04. VALIDATION AUTHORIZED. To the extent deemed necessary by Bond Counsel or desirable by the County Attorney, Bond Counsel is authorized to institute appropriate proceedings for validation of a Series of Bonds herein authorized pursuant to Chapter 75, Florida Statutes. SECTION 9.05. REPEAL OF INCONSISTENT RESOLUTIONS. All ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. SECTION 9.06. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption. 60 DULY ADOPTED, in Regular Session this 11th day of July, 2017. COL I OUNTY, FLORIDA SEAL) Chairman ' •:rd of Co 'Commissioners P Di AYLOR ATTEST_ 7 7-' ..4 • l';`. 4-- it., t. Brock, c eck tost as to Chairman's By: Deputy Clerk s• nature only. Appr ved to Form and Legal Suffi; ien r ,, iiii County, ' o A'' y Jeffre Klatzkaw 1 61 RESOLUTION 2018-_____ A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA AMENDING AND SUPPLEMENTING RESOLUTION NO. 2017-141 IN CERTAIN RESPECTS, WHICH RESOLUTION NO. 2017-141 AUTHORIZED THE ISSUANCE BY COLLIER COUNTY OF TOURIST DEVELOPMENT TAX REVENUE BONDS FROM TIME TO TIME; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $70,000,000 AGGREGATE PRINCIPAL AMOUNT OF COLLIER COUNTY, FLORIDA TOURIST DEVELOPMENT TAX REVENUE BONDS, SERIES 2018 IN ORDER TO FINANCE COSTS OF THE DEVELOPMENT, ACQUISITION, CONSTRUCTION AND EQUIPPING OF A REGIONAL TOURNAMENT CALIBER AMATEUR SPORTS COMPLEX; MAKING CERTAIN COVENANTS AND AGREEMENTS WITH RESPECT TO SAID BONDS; AUTHORIZING THE AWARDING OF SAID BONDS PURSUANT TO A PUBLIC BID; DELEGATING CERTAIN AUTHORITY TO THE COUNTY MANAGER FOR THE AWARD OF THE BONDS AND THE APPROVAL OF THE TERMS AND DETAILS OF SAID BONDS; AUTHORIZING THE PUBLICATION OF A NOTICE OF SALE FOR THE BONDS OR A SUMMARY THEREOF; AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT WITH RESPECT THERETO; APPOINTING THE PAYING AGENT AND REGISTRAR FOR SAID BONDS; ESTABLISHING A BOOK-ENTRY SYSTEM OF REGISTRATION FOR THE BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE CERTIFICATE; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA: SECTION 1. FINDINGS. It is hereby found and determined that: 11.A.3 Packet Pg. 212 Attachment: Supplemental Resolution (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 authorization of issuance) 2 (A) On July 11, 2017, the Board of County Commissioners of Collier County, Florida (the "Issuer") duly adopted Resolution No. 2017-141 (the "Original Resolution"), authorizing, among other things, the issuance by the Issuer of Tourist Development Tax Revenue Bonds from time to time. (B) Pursuant to the Original Resolution, the Issuer authorized the issuance of its Collier County, Florida Tourist Development Tax Revenue Bonds, Series 2017 (the "Series 2017 Bonds") to finance costs of the Initial Project (as defined in the Original Resolution) and initiated bond validation proceedings in the Circuit Court for the Twentieth Judicial Circuit in and for Collier County, Florida, which Court issued a Final Judgment dated October 20, 2017, validating such Series 2017 Bonds; no appeal was taken with respect to such Final Judgment. (C) The Issuer previously found in the Original Resolution, among other things, that the Initial Project should be acquired, constructed and equipped in order to promote tourism and attract tourists within the Issuer and to improve the health, safety and welfare of the Issuer's inhabitants and that it was in the best interest of the Issuer to finance costs of the Initial Project through the issuance of the Series 2017 Bonds pursuant to the provisions of the Original Resolution. (D) The Issuer deems it now to be an appropriate time to issue the Series 2017 Bonds to finance costs of the Initial Project; provided, however, because it is now calendar year 2018, the Series 2017 Bonds will be re-designated and issued as the Collier County, Florida Tourist Development Tax Revenue Bonds, Series 2018 (the "Series 2018 Bonds") and all references to the Series 2017 Bonds in the Original Resolution and herein shall mean the Series 2018 Bonds. (E) In accordance with Section 218.385, Florida Statutes, and pursuant to this Supplemental Resolution (as defined in the Original Resolution), the Series 2018 Bonds shall be advertised for competitive bids pursuant to the Official Notice of Sale, the form of which is attached hereto as Exhibit A (the "Official Notice of Sale"). (F) Pursuant to the Official Notice of Sale, any competitive bids received in accordance with the Official Notice of Sale on or prior to the time and date determined by the County Manager upon the advice of the Issuer's financial advisor, PFM Financial Advisors LLC (the "Financial Advisor"), in accordance with the terms and provisions of the Official Notice of Sale, shall be publicly opened and announced. (G) It is desirable for the Issuer to be able to advertise and award the Series 2018 Bonds at the most advantageous time and date which shall be determined by the County Manager upon the advice of the Financial Advisor; and, accordingly, the Issuer hereby determines to delegate the advertising and awarding of the Series 2018 Bonds to the County Manager within the parameters described herein. 11.A.3 Packet Pg. 213 Attachment: Supplemental Resolution (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 authorization of issuance) 3 (H) It is necessary and appropriate that the Board determine certain parameters for the terms and details of the Series 2018 Bonds and to delegate certain authority to the County Manager for the award of the Series 2018 Bonds and the approval of the terms of the Series 2018 Bonds in accordance with the provisions hereof, of the Original Resolution and of the Official Notice of Sale. (I) In the event Bond Counsel to the Issuer shall determine that the Series 2018 Bonds have not been awarded competitively in accordance with the provisions of Section 281.385, Florida Statutes, the Board shall adopt such resolutions and make such findings as shall be necessary to authorize and ratify a negotiated sale of the Series 2018 Bonds in accordance with said Section 218.385, Florida Statutes. (J) It is necessary and desirable to amend the Original Resolution in certain respects (as so amended hereby and as it may be amended and supplemented from time to time, the "Resolution"). (K) The Series 2018 Bonds shall not be or constitute general obligations or indebtedness of the Issuer as "bonds" within the meaning of any constitutional or statutory provision but shall be special obligations of the Issuer, payable solely from and secured by a lien upon and pledge of the Pledged Funds, in the manner and to the extent provided in the Resolution. (L) The covenants, pledges and conditions in the Resolution shall be applicable to the Series 2018 Bonds herein authorized and said Series 2018 Bonds shall constitute "Bonds" within the meaning of the Resolution. SECTION 2. DEFINITIONS; AUTHORITY FOR THIS SUPPLEMENTAL RESOLUTION. When used in this Supplemental Resolution, the terms defined in the Resolution shall have the meanings therein stated, except as such definitions may be hereinafter amended or defined. This Supplemental Resolution is adopted pursuant to the provisions of the Act and the Resolution. SECTION 3. REIMBURSEMENT. The Issuer is authorized to reimburse itself for any of its own funds it has expended for the Initial Project in accordance with the provisions of the Code and which are approved by Bond Counsel. SECTION 4. DESCRIPTION OF THE SERIES 2018 BONDS. The Issuer hereby authorizes the issuance of a Series of Bonds in the aggregate principal amount of not exceeding $70,000,000 to be known as the "Collier County, Florida Tourist Development Tax Revenue Bonds, Series 2018" (or such other series designation as the County Manager may determine), for the purpose of financing and reimbursing Costs of the Initial Project and paying costs of issuance of the Series 2018 Bonds. All references to the Series 2017 Bonds in the Original Resolution shall mean the Series 2018 Bonds. The aggregate principal amount of the Series 2018 Bonds to be issued pursuant 11.A.3 Packet Pg. 214 Attachment: Supplemental Resolution (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 authorization of issuance) 4 to the Resolution shall be determined by the County Manager, upon the advice of the Financial Advisor, provided such aggregate principal amount does not exceed $70,000,000. The Series 2018 Bonds shall be dated as of their date of delivery or such other date as the County Manager may determine, shall be issued in the form of fully registered Bonds in denominations of $5,000 or any integral multiple thereof, shall be numbered consecutively from one upward in order of maturity preceded by the letter "R", shall bear interest from the dated date determined therefor, payable semi -annually, on April 1 and October 1 of each year (the "Interest Dates"), commencing on April 1, 2019, or such other dates as may be determined by the County Manager, upon the advice of the Financial Advisor. Interest on the Series 2018 Bonds shall be payable by check or draft of TD Bank, N.A., Cherry Hill, New Jersey, as Paying Agent (the "Paying Agent"), made pa yable and mailed to the Holder in whose name such Series 2018 Bonds shall be registered at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding the applicable Interest Date, or, at the request of such Holder, by bank wire transfer to the account of such Holder. Principal of or Redemption Price, if applicable, on the Series 2018 Bonds is payable to the Holder upon presentation, when due, at the designated corporate trust office of the Paying Agent. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. All payments of principal, premium, if applicable, and interest on the Series 2018 Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. The Series 2018 Bonds shall bear interest at such rates and yields, shall mature on October 1 of each of the years and in the principal amounts corresponding to such years, and shall have such redemption provisions as determined by the County Manager subject to the conditions set forth in Sections 4, 5 and 6 hereof and the provisions of the Official Notice of Sale. The final maturity of the Series 2018 Bonds shall not be later than October 1, 2048. All of the terms of the Series 2018 Bonds will be included in a certificate to be executed by the County Manager, or his designee, following the award of the Series 2018 Bonds (the "Award Certificate") and shall be set forth in the final Official Statement, as described herein. SECTION 5. AWARD OF SERIES 2018 BONDS. The County Manager, on behalf of the Issuer and only in accordance with the terms hereof and of the Offic ial Notice of Sale, shall award the Series 2018 Bonds to the underwriter or underwriters (the "Underwriters") that submit a bid proposal which complies in all respects with the Resolution, this Supplemental Resolution and the Official Notice of Sale and offers to purchase the Series 2018 Bonds at the lowest true interest cost to the Issuer, as calculated by the Issuer's Financial Advisor in accordance with the terms and provisions of the Official Notice of Sale. In accordance with the provisions of the Official Notice of Sale, the County Manager may, in his sole discretion, reject any and all bids. 11.A.3 Packet Pg. 215 Attachment: Supplemental Resolution (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 authorization of issuance) 5 SECTION 6. REDEMPTION PROVISIONS FOR SERIES 2018 BONDS. The Series 2018 Bonds may be redeemed prior to their respective maturities from any moneys legally available therefor, upon notice as provided in the Resolution, upon the terms and provisions as determined by the County Manager, in his discretion and upon the advice of the Financial Advisor; provided, however, with respect to optional redemption terms for the Series 2018 Bonds, if any, the first optional redemption date may be no later than October 1, 2028 and there shall be no call premium relating to any optional redemption. Terms Bonds may be established in accordance with the provisions of the Official Notice of Sale. The redemption provisions for the Series 2018 Bonds, if any, shall be set forth in the Award Certificate and in the final Official Statement. Notwithstanding the foregoing, the County Manager, upon the advice of the Financial Advisor, may determine to issue the Series 2018 Bonds without any optional redemption provisions. SECTION 7. FULL BOOK-ENTRY. Notwithstanding the provisions set forth in Section 2.07 of the Resolution, the Series 2018 Bonds shall be initially issued in the form of a separate single certificated fully registered Series 2018 Bond for each of the maturities of the Series 2018 Bonds. Upon initial issuance, the ownership of each such Bond shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). As long as the Series 2018 Bonds are registered in the name of Cede & Co., all of the Outstanding Series 2018 Bonds shall be registered in the registration books kept by the Registrar in the name of Cede & Co., all payments of principal on the Series 2018 Bonds shall be made by the Paying Agent by check or draft or by bank wire transfer to Cede & Co., as Holder of the Series 2018 Bonds, upon presentation of the Series 2018 Bonds to be paid, to the Paying Agent. With respect to Series 2018 Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the Issuer, the Registrar and the Paying Agent shall have no responsibility or obligation to any direct or indirect participant in the DTC book-entry program (the "Participants"). Without limiting the immediately preceding sentence, the Issuer, the Registrar and the Paying Agent shall have no responsibility or obligation with respect to (A) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest on the Series 2018 Bonds, (B) the delivery to any Participant or any other Person other than a Bondholder, as shown in the registration books kept by the Registrar, of any notice with respect to the Series 2018 Bonds, including any notice of redemption, or (C) the payment to any Participant or any other Person, other than a Bondholde r, as shown in the registration books kept by the Registrar, of any amount with respect to principal of, Redemption Price, if any, or interest on the Series 2018 Bonds. The Issuer, the Registrar and the Paying Agent may treat and consider the Person in whose name each Series 2018 Bond is registered in the registration books kept by the Registrar as the Holder and absolute owner of such Bond for the purpose of payment of principal, Redemption Price, 11.A.3 Packet Pg. 216 Attachment: Supplemental Resolution (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 authorization of issuance) 6 if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, Redemption Price, if any, and interest on the Series 2018 Bonds only to or upon the order of the respective Holders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, as provided herein and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of, Redemption Price, if any, and interest on the Series 2018 Bonds to the extent of the sum or sums so paid. No Person other than a Holder, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Issuer to make payments of principal, Redemption Price, if any, and interest pursuant to the provisions of the Resolution. Upon delivery by DTC to the Issuer of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in the Resolution with respect to transfers during the 15 days next preceding an Interest Date or first mailing of notice of redemption, the words "Cede & Co." in this Supplemental Resolution shall refer to such new nominee of DTC; and upon receipt of such notice, the Issuer shall promptly deliver a copy of the same to the Registrar and the Paying Agent. Upon (A) receipt by the Issuer of written notice from DTC (i) to the effect that a continuation of the requirement that all of the outstanding Series 2018 Bonds be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, is not in the best interest of the beneficial owners of the Series 2018 Bonds or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, or (B) determination by the Issuer that such book-entry only system is burdensome or undesirable to the Issuer and compliance by the Issuer with all applicable policies and procedures of DTC regarding discontinuing the book-entry only registration system, the Series 2018 Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names Holders shall designate, in accordance with the provisions of the Resolution. In such event, the Issuer shall issue and the Registrar shall authenticate, transfer and exchange the Series 2018 Bonds of like principal amount and maturity, in denominations of $5,000 or any integral multiple thereof to the Holders thereof. The foregoing notwithstanding, until such time as participation in the book-entry only system is discontinued, the provisions set forth in the Blanket Issuer Letter of Representations previously executed by the Issuer and delivered to DTC shall apply to the payment of principal of, premium, if any, and interest on the Series 2018 Bonds. 11.A.3 Packet Pg. 217 Attachment: Supplemental Resolution (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 authorization of issuance) 7 SECTION 8. APPLICATION OF SERIES 2018 BOND PROCEEDS. The proceeds derived from the sale of the Series 2018 Bonds shall be applied by the Issuer as follows: (A) A sufficient amount of the Series 2018 Bond proceeds shall be deposited to the Series 2018 Account of the Construction Fund established under Section 9 hereof and applied to pay Costs of the Initial Project. (B) A sufficient amount of the Series 2018 Bond proceeds shall be applied to the payment of costs and expenses relating to the issuance of the Series 2018 Bonds. Any Series 2018 Bond Proceeds that remain after all costs of issuance have been paid shall be transferred to the Interest Account and used to pay interest on the Series 2018 Bonds. SECTION 9. ESTABLISHMENT OF SERIES 2018 PROJECT ACCOUNT. Subject in all respects to the award of the Series 2018 Bonds in accordance with this Supplemental Resolution and the Official Notice of Sale, there is hereby established within the Construction Fund a separate account to be known as the "Series 2018 Project Account." Moneys deposited to the Series 2018 Project Account shall be used to pay and/or reimburse Costs of the Initial Project and for the other purposes allowed under the Resolution. The Series 2018 Project Account shall be maintained and administered in accordance with the provisions of the Resolution, particularly Section 4.03 thereof. SECTION 10. RESERVE ACCOUNT REQUIREMENT. In accordance with the Resolution, particularly Section 4.04(A)(4) of the Resolution, the Issuer hereby establishes the Reserve Account Requirement for the Series 2018 Bonds as zero dollars and zero cents ($0.00). SECTION 11. PRELIMINARY OFFICIAL STATEMENT. The Issuer hereby authorizes the distribution and use of the Preliminary Official Statement in substantially the form attached hereto as Exhibit B in connection with the offering of the Series 2018 Bonds for sale. If between the date hereof and the mailing of the Preliminary Official Statement, it is necessary to make insertions, modifications or changes in the Preliminary Official Statement, the Chairman and the County Manager are each hereby authorized to approve such insertions, changes and modifications. The Chairman and the County Manager are each hereby authorized to deem the Preliminary Official Statement "final" within the meaning of Rule 15c2-12(b)(1) under the Securities Exchange Act of 1934 in the form as mailed. Execution of a certificate by the Chairman or the County Manager deeming the Preliminary Official Statement "final" as described above shall be conclusive evidence of the approval of any insertions, changes or modifications. SECTION 12. OFFICIAL STATEMENT. The form, terms and provisions of the Official Statement relating to the Series 2018 Bonds shall be substantially as set 11.A.3 Packet Pg. 218 Attachment: Supplemental Resolution (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 authorization of issuance) 8 forth in the Preliminary Official Statement and shall include all of the specific financial terms of the Series 2018 Bonds. Subject in all respects to the award of the Series 2018 Bonds in accordance with this Supplemental Resolution and the Official Notice of Sale, the Chairman is hereby authorized and directed to execute and deliver said Official Statement in the name and on behalf of the Issuer, and thereupon to cause such Official Statement to be delivered to the Underwriters with such changes, amendments, modifications, omissions and additions as may be approved by the Chairman. Said Official Statement, including any such changes, amendments, modifications, omissions and additions as approved by the Chairman and the information contained therein are hereby authorized to be used in connection with the sale of the Series 2018 Bonds to the public. Execution by the Chairman of the Official Statement shall be deemed to be conclusive evidence of approval of such changes. SECTION 13. OFFICIAL NOTICE OF SALE. The form of the Official Notice of Sale attached hereto as Exhibit A and the terms and provisions thereof are hereby authorized and approved. The County Manager is hereby authorized to make such changes, insertions and modifications as he shall deem necessary prior to the advertisement of such Official Notice of Sale or a summary thereof. The County Manager is hereby authorized to cause the advertisement and publication of the Official Notice of Sale or a summary thereof at such time as he shall deem necessary and appropriate, upon the advice of the Issuer's Financial Advisor, to accomplish the competitive sale of the Series 2018 Bonds. SECTION 14. APPOINTMENT OF PAYING AGENT AND REGISTRAR. Subject in all respects to the award of the Series 2018 Bonds in accordance with this Supplemental Resolution and the Official Notice of Sale, TD Bank, N.A., Cherry Hill, New Jersey, is hereby designated Registrar and Paying Agent for the Series 2018 Bonds. The Chairman and/or the Clerk are hereby authorized to enter into any agreement which may be necessary to effect the transactions contemplated by this Section 14 and by the Resolution. SECTION 15. SECONDARY MARKET DISCLOSURE. Subject in all respects to the award of the Series 2018 Bonds in accordance with this Supplemental Resolution and the Official Notice of Sale, the Issuer hereby covenants and agrees that, in order to provide for compliance by the Issuer with the secondary market disclosure requirements of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"), it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate to be executed by the Issuer and dated the date of delivery of the Series 2018 Bonds, as it may be amended from time to time in accordance with the terms thereof. The Continuing Disclosure Certificate shall be substantially in the form attached hereto as Exhibit C with such changes, amendments, modifications, omissions and additions as shall be approved by the Chairman who is hereby authorized to execute and deliver such Certificate. Notwithstanding any other provision of the Resolution, failure of the Issuer 11.A.3 Packet Pg. 219 Attachment: Supplemental Resolution (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 authorization of issuance) 9 to comply with such Continuing Disclosure Certificate shall not be considered an Event of Default under the Resolution; provided, however, any Series 2018 Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Section 15 and the Continuing Disclosure Certificate. For purposes of this Section 15, "Series 2018 Bondholder" shall mean any Person who (A) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2018 Bonds (including persons holding Series 2018 Bonds through nominees, depositories or other intermediaries), or (B) is treated as the owner of any Series 2018 Bonds for federal income tax purposes. Digital Assurance Certification, L.L.C., is hereby appointed as initial Dissemination Agent for the Issuer. SECTION 16. AMENDMENTS TO ORIGINAL RESOLUTION. (A) Section 1.01 of the Original Resolution is hereby amended to include the following two new definitions which shall appear in Section 1.01 in alphabetical order: "Full TDT Revenues" shall have the meaning ascribed thereto in the definition of Tourist Development Tax Revenues set forth herein. "Limited TDT Revenues" shall have the meaning ascribed thereto in the definition of Tourist Development Tax Revenues set forth herein. (B) The definition of "Tourist Development Tax Revenues" set forth in Section 1.01 of the Original Resolution is hereby amended and restated in its entirety to read as follows: "Tourist Development Tax Revenues" shall mean the proceeds of the tourist development tax received by the Issuer from its levy of such tax at the rate of five percent (5%) pursuant to the Tourist Development Tax Ordinance, and, to the extent provided by Supplemental Resolution of the Issuer, any additional tourist development tax moneys received by the Issuer pursuant to the Act (the "Full TDT Revenues"). "Tourist Development Tax Revenues" shall not include proceeds of any future increases in the tourist development tax above the fifth percent (5th%) received by the Issuer pursuant to the Act, except as otherwise provided by Supplemental Resolution. Notwithstanding the foregoing, in the event a Series of Bonds is issued hereunder the proceeds of which are to be used to finance or refinance a Project for which not all of the tourist development tax proceeds received by the Issuer may be used for the payment of Debt Service on such Series of Bonds pursuant to the Act, or the Issuer determines that it does not want to utilize or pledge all of the Full TDT Revenues, the Tourist Development Tax Revenues with respect to such Series of Bonds shall be those tourist development tax proceeds set forth in 11.A.3 Packet Pg. 220 Attachment: Supplemental Resolution (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 authorization of issuance) 10 the Supplemental Resolution authorizing the issuance of such Series of Bonds (the "Limited TDT Revenues"). (C) Section 5.02(A) of the Original Resolution is hereby amended and restated in its entirety to read as follows: (A) Except as otherwise provided in Section 5.02(D) hereof, there shall have been obtained and filed with the Issuer a certificate of an Authorized Issuer Officer: (1) stating that he or she has examined the books and records of the Issuer relating to the Tourist Development Tax Revenues which have been received by the Issuer; (2) setting forth the amount of the Full TDT Revenues and the Limited TDT Revenues, if any, received by the Issuer during any twelve (12) consecutive months designated by the Issuer within the twenty-four (24) months immediately preceding the date of delivery of such Additional Bonds with respect to which such statement is made; and (3) stating that (a) the aggregate amount of such Full TDT Revenues received by the Issuer during the aforementioned 12 month period equals at least 2.00 times the Maximum Annual Debt Service on all Bonds then Outstanding and such Additional Bonds with respect to which such statement is made, and (b) if such Additional Bonds are to be secured by Limited TDT Revenues only, the aggregate amount of such Limited TDT Revenues received by the Issuer during the aforementioned 12 month period equals at least 2.00 times the Maximum Annual Debt Service on all then Outstanding Bonds that are secured by such Limited TDT Revenues and such Additional Bonds with respect to which such statement is made. Such report may be partially based upon a certification of certain matters related to the calculation of the Maximum Annual Debt Service by the Issuer's Financial Advisor. SECTION 17. GENERAL AUTHORITY. The members of the Board, the County Manager, the Clerk and the officers, attorneys and other agents or employees of the Issuer are hereby authorized to do all acts and things required of them by this Supplemental Resolution, the Resolution, the Official Notice of Sale, the Official Statement or the Continuing Disclosure Certificate or desirable or consistent with the requirements hereof or the Resolution, the Official Notice of Sale, the Official Statement or the Continuing Disclosure Certificate for the full punctual and complete performance of all the terms, covenants and agreements contained herein or in the Series 2018 Bonds, the Resolution, the Official Notice of Sale, the Official Statement and the Continuing Disclosure Certificate and each member, employee, attorney and officer of the Issuer or the Board and the Clerk is hereby authorized and directed to execute and deliver any and all papers and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated hereunder. If the Chairman is unavailable or unable at any time to perform any duties or functions 11.A.3 Packet Pg. 221 Attachment: Supplemental Resolution (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 authorization of issuance) 11 hereunder, including but not limited to those described in Sections 4, 5 and 6 hereof, the Vice-Chairman is hereby authorized to act on his or her behalf. Bond Counsel and the Issuer's Financial Advisor are hereby authorized and directed to take all action necessary and desirable to carry-out the intent and purposes of this Supplemental Resolution. SECTION 18. SEVERABILITY AND INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Series 2018 Bonds. SECTION 19. RESOLUTION TO CONTINUE IN FORCE. Except as herein expressly provided, the Resolution and all the terms and provisions thereof are and shall remain in full force and effect. SECTION 20. EFFECTIVE DATE. This Supplemental Resolution shall become effective immediately upon its adoption. DULY ADOPTED, in Regular Session this 11th day of September 2018. COLLIER COUNTY, FLORIDA (SEAL) Chairman, Board of County Commissioners ATTEST: Crystal K. Kinzel, Clerk Approved as to Form and Legal Sufficiency: County Attorney 11.A.3 Packet Pg. 222 Attachment: Supplemental Resolution (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 authorization of issuance) EXHIBIT A FORM OF OFFICIAL NOTICE OF SALE 11.A.3 Packet Pg. 223 Attachment: Supplemental Resolution (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 authorization of issuance) EXHIBIT B FORM OF PRELIMINARY OFFICIAL STATEMENT 11.A.3 Packet Pg. 224 Attachment: Supplemental Resolution (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 authorization of issuance) EXHIBIT C FORM OF CONTINUING DISCLOSURE CERTIFICATE 11.A.3 Packet Pg. 225 Attachment: Supplemental Resolution (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 authorization of issuance) OFFICIAL NOTICE OF SALE $__________* Collier County, Florida Tourist Development Tax Revenue Bonds, Series 2018 Electronic Bids, as Described Herein, Will Be Accepted Until 10:00 a.m. Eastern Daylight Savings Time, October 9, 2018* ____________________ *Preliminary, subject to change. 11.A.4 Packet Pg. 226 Attachment: EXHIBIT A - Form of Official Notice of Sale (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 OFFICIAL NOTICE OF SALE $__________* Collier County, Florida Tourist Development Tax Revenue Bonds, Series 2018 NOTICE IS HEREBY GIVEN that electronic bids will be received in the manner, on the date and up to the time specified below: DATE: October 9, 2018* TIME: 10:00 a.m. Eastern Daylight Savings Time* ELECTRONIC BIDS: May be submitted only through BiDCOMP/Parity® Electronic Bid Submission System (the "Parity System") as described below. No other form of bid or provider of electronic bidding services will be accepted. GENERAL Bids will be received at the office of the County Manager of Collier County, Florida, Collier County Government Complex, 3299 Tamiami Trail East, Naples, Florida 34112, for the purchase of all, but not less than all, of the $__________* Collier County, Florida Tourist Development Tax Revenue Bonds, Series 2018 (the "Bonds") to be issued by Collier County, Florida (the "County") pursuant to the terms and conditions of Resolution No. 2017-141, adopted by the Board of County Commissioners of Collier County, Florida on July 11, 2017, as amended and supplemented by Resolution No. _____ adopted by the Governing Body on September 11, 2018 (collectively, the "Bond Resolution"). Such bids will be opened in public in accordance with applicable legal requirements. The Bond proceeds will be used for the development, acquisition, construction and equipping of a regional tournament caliber amateur sports complex, as more particularly described in the Bond Resolution and the plans and specifications on file with the County, as the same may be amended or modified from time to time and to pay costs of issuing the Bonds. The Bonds are more particularly described in the Preliminary Official Statement dated September _____, 2018 (the "Preliminary Official Statement") relating to the Bonds, available from the County's financial advisor, PFM Financial Advisors LLC, at (786) 671-7480 or masvidals@pfm.com. This Official Notice of Sale contains certain information for quick reference only. It is not, and is not intended to be, a summary of the Bonds. Each bidder is required to read the entire Preliminary Official Statement to obtain information essential to making an informed investment decision. ____________________ *Preliminary, subject to change. 11.A.4 Packet Pg. 227 Attachment: EXHIBIT A - Form of Official Notice of Sale (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 Prior to accepting bids, the County reserves the right to change the principal amount of the Bonds being offered and the terms of the Bonds, to postpone the sale to a later date or time, or cancel the sale. Notice of a change or cancellation will be announced via The Bond Buyer news service at the internet website address www.tm3.com, not later than 12:00 p.m., Eastern Daylight Savings Time, on the day preceding the bid opening or as soon as practicable. Such notice will specify the revised principal amount or terms, if any, and any later date or time selected for the sale, which may be postponed or cancelled in the same manner. If the sale is postponed, a later public sale may be held at the hour, in the manner, and on such date as communicated upon at least twenty-four (24) hours' notice via The Bond Buyer news service at the internet website address www.tm3.com. The County reserves the right, after the bids are opened, to adjust the principal amount of the Bonds, as further described herein. See "ADJUSTMENT OF AMOUNTS AND MATURITIES." To the extent any instructions or directions set forth in the Parity System conflict with this Official Notice of Sale, the terms of this Official Notice of Sale shall control. For further information about the Parity System and to subscribe in advance of the bid, potential bidders may contact the Parity System at (212) 849-5021. Each prospective electronic bidder must be a subscriber to the Parity System. Each qualified prospective electronic bidder shall be solely responsible to make necessary arrangements to view the bid form on the Parity System and to access the Parity System for the purposes of submitting its bid in a timely manner and in compliance with the requirements of the Official Notice of Sale. Neither the County nor the Parity System shall have any duty or obligation to provide or assure access to the Parity System to any prospective bidder, and neither the County nor the Parity System shall be responsible for a bidder's failure to register to bid or for proper operation of, or have any liability for any delays or interruptions of, or any damages caused by, the Parity System. The County is using the Parity System as a communication mechanism, and not as the County's agent, to conduct the electronic bidding for the Bonds. The County is not bound by any advice and determination of the Parity System to the effect that any particular bid complies with the terms of this Official Notice of Sale and, in particular, the bid specifications hereinafter set forth. All costs and expenses incurred by prospective bidders in connection with their registration and submission of bids via the Parity System are the sole responsibility of such bidders and the County shall not be responsible, directly or indirectly, for any such costs or expenses. If a prospective bidder encounters any difficulty in submitting, modifying or withdrawing a bid for the Bonds, the prospective bidder should immediately telephone the Parity System at (212) 849-5021, and notify the County's Financial Advisor, PFM Financial Advisors LLC, at (786) 671-7480 or masvidals@pfm.com. The County shall have no responsibility for technological or transmission errors that any bidder may experience in transmitting a bid. The use of the Parity System shall be at the bidder's risk and expense, and the County shall have no liability with respect thereto. THE BONDS The Bonds will be issued in fully registered, book-entry only form, without coupons, will be dated as of their date of delivery (currently anticipated to be October 24, 2018), will be issued in denominations of $5,000 or integral multiples thereof, will bear interest from their dated date until paid at the annual rate or rates specified by the successful bidder , subject to the limitations specified below, payable as shown on the Summary Table set forth herein. Interest 11.A.4 Packet Pg. 228 Attachment: EXHIBIT A - Form of Official Notice of Sale (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 will be computed on the basis of a 360-day year of twelve 30-day months. The Bonds must meet the minimum and maximum coupon and reoffering price criteria shown in the Summary Table on a maturity and aggregate basis. The Bonds will mature on the dates, in the years and principal amounts shown on the Summary Table as serial bonds except as otherwise combined into term bonds as described under "STRUCTURE" below. STRUCTURE Any two to five consecutive maturities of the Bonds bearing interest at the same rate may be combined, at the option of the bidder, into term bonds with mandatory sinking fund installments equal to the amounts and years specified in the Official Notice of Sale combined to form a term bond. OPTIONAL REDEMPTION The Bonds maturing on or after October 1, 2029 are subject to redemption in whole or in part, at any time, on or after October 1, 2028, in such order of maturities as may be determined by the County (less than all of a single maturity to be selected by lot), at a Redemption Price equal to 100% of the principal amount of the Bonds to be redeemed plus accrued interest to the date fixed for redemption, without premium. SECURITY Bonds will be payable from and will be secured by a pledge of and lien upon the Pledged Funds (as defined in the Bond Resolution) which include the Tourist Development Tax Revenues (as defined in the Bond Resolution), and moneys on deposit in certain funds and accounts established under the Bond Resolution, on a parity with any Additional Bonds (as defined in the Bond Resolution) subsequently issued pursuant to the Bond Resolution , all in the manner and to the extent provided in the Bond Resolution and as described in the Preliminary Official Statement. See the Preliminary Official Statement for more information regarding the security for the Bonds. 11.A.4 Packet Pg. 229 Attachment: EXHIBIT A - Form of Official Notice of Sale (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 Summary Table If numerical or date references contained in the body of this Official Notice of Sale conflict with this Summary Table , the body of this Official Notice of Sale shall control. Consult the body of this Official Notice of Sale for a detailed explanation of the items contained in the Summary Table, including interpretation of such items and methodologies used to determine such items. Prospective purchasers of the bonds must read the entire Official Notice of Sale and the entire Preliminary Official Statement. Terms of the Bonds Dated Date: Date of Delivery Anticipated Date of Delivery: October 24, 2018* Interest Payment Dates: April 1 and October 1, commencing April 1, 2019 Principal Payment Dates (October 1): Year* Principal Amount* Interest Calculation: 360-day year of twelve 30-day months Ratings: Moody's: __________ Fitch: __________ Bidding Parameters Sale Date: October __, 2018* Bidding Method: Parity System All or none vs. Maturity-by-Maturity: All-or-none Bid Award Method: Lowest true interest cost Bid Confirmation: Fax or emailed (PDF) signed Official Confirmation of Bid Bid Award: As soon as practicable on day of sale Good Faith Deposit: $__________; See "GOOD FAITH DEPOSIT" herein Coupon Multiples: 1/8 or 1/20 of 1% Optional Redemption: Yes, on or after October 1, 2028 Term Bonds: Yes, at bidder's option. See "STRUCTURE" herein. Maximum Reoffering Price: Maturity Unlimited Aggregate Unlimited Minimum Reoffering Price: Maturity 98% Aggregate 98% Insurance: At bidder's option. See "MUNICIPAL BOND INSURANCE OPTION" herein. Adjustment Parameters Principal Increases: Maturity Unlimited Aggregate 15.0% Principal Reductions: Maturity Unlimited Aggregate 15.0% ____________________ * Preliminary, subject to change. **May be combined into term bonds. See "STRUCTURE" herein. 11.A.4 Packet Pg. 230 Attachment: EXHIBIT A - Form of Official Notice of Sale (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 ADJUSTMENT OF AMOUNTS AND MATURITIES The aggregate principal amount of each maturity of Bonds is subject to adjustment by the County after the receipt and opening of the bids for their purchase. Changes to be made after the opening of the bids will be communicated to the successful bidder directly prior to 8:00 a.m., Eastern Daylight Savings Time on the date following the sale date. The County may cancel the sale of the Bonds or adjust the aggregate principal amount. The County may increase or decrease the principal amount of the Bonds or any maturity thereof by no more than the individual maturity or aggregate principal percentages, if any, shown in the Summary Table. This may include the elimination of one or more maturities. The County will consult with the successful bidder before adjusting the amount of any maturity of the Bonds or canceling the Bonds; however, the County reserves the sole right to make adjustments, within the limits described above, or cancel the sale of the Bonds. Adjustment to the size of the Bonds within the limits described above does not relieve the purchaser from its obligation to purchase all of the Bonds offered by the County. Each bid must specify the initial reoffering prices to the public of each maturity of Bonds. Adjustments may be made to the principal amounts based on the reoffering prices shown on the Parity System. In determining whether there will be any revision to the principal amount of or maturity of the Bonds subsequent to the bid opening and award, the County expects that changes may be made that are necessary to increase or decrease the principal amount of the Bonds to meet the County's funding objectives, all subject to the limitations set forth above. In the event that the principal amount of any maturity of the Bonds is revised after the award, the interest rate and reoffering price for each maturity and the Underwriter's Discount on the Bonds as submitted by the successful bidder shall be held constant. The "Underwriter's Discount" shall be defined as the difference between the purchase price of the Bonds submitted by the bidder and the price at which the Bonds will be issued to the public, calculated from information provided by the bidder, divided by the par amount of the Bonds bid. FORM AND PAYMENT The Bonds will be issued in fully registered , book-entry only form and a bond certificate for each maturity will be issued to The Depository Trust Company, New York, New York ("DTC"), registered in the name of its nominee, Cede & Co. A book-entry system will be employed, evidencing ownership of the Bonds, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures adopted by DTC and its participants. The successful bidder, as a condition to delivery of the Bonds, will be required to deposit the Bond certificates with DTC or the 11.A.4 Packet Pg. 231 Attachment: EXHIBIT A - Form of Official Notice of Sale (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 Registrar (as defined below), registered in the name of Cede & Co. Principal of, premium, if any, and interest on the Bonds will be payable by TD Bank, N.A., Cherry Hill, New Jersey, the paying agent and registrar (the "Paying Agent" or the "Registrar") for the Bonds by wire transfer or in clearinghouse funds to DTC or its nominee as registered owner of the Bonds. Transfer of principal, premium, if any, and interest payments to the beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. Neither the County nor the Registrar will be responsible or liable for payments by DTC to its participants or by DTC participants to beneficial owners or for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. Principal of, and premium, if any, on the Bonds will be payable upon presentation and surrender thereof at the designated corporate office of the Registrar on the dates, in the years and amounts established in accordance with the award of the Bonds. Interest on the Bonds is payable on the dates shown in the Summary Table. The Paying Agent will mail interest payments on the Bonds on each interest payment date to the owners of the Bonds at the addresses listed on the registration books maintained by the Registrar for such purpose at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next proceeding the applicable payment date, as described in the Bond Resolution. So long as DTC or its nominee is the registered owner of the Bonds, payments of principal, interest and any redemption premium on the Bonds will be made by the Paying Agent to DTC or its nominee. PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL STATEMENT The County has authorized the preparation and distribution of a Preliminary Official Statement containing information relating to the Bonds. The Preliminary Official Statement has been deemed final by the County as required by Rule 15c2-12 of the Securities and Exchange Commission. The County will furnish the successful bidder on the date of closing, with its certificate as to the completeness and accuracy of the Official Statement. The Preliminary Official Statement and this Official Notice of Sale and any other information concerning the proposed financing will be available from PFM Financial Advisors LLC, Financial Advisor to the County, 2222 Ponce de Leon Boulevard, Third Floor, Coral Gables, Florida 33134, telephone: (786) 671-7480, facsimile: (305) 448-7131 or email masvidals@pfm.com. The Preliminary Official Statement, when amended to reflect the actual amount of the Bonds sold, the interest rates specified by the successful bidder and the price or yield at which the successful bidder will reoffer the Bonds to the public, together with any other information required by law, will constitute a final "Official Statement" with respect to the Bonds as that term is defined in Rule 15c2-12. The County shall furnish at 11.A.4 Packet Pg. 232 Attachment: EXHIBIT A - Form of Official Notice of Sale (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 its expense within seven (7) business days after the Bonds have been awarded to the successful bidder no more than 100 copies of the final Official Statement. Additional copies of the Official Statement may be provided at the request and expense of the winning bidder. If the Bonds are awarded to a syndicate, the County will designate the senior managing underwriter of the syndicate as its agent for purposes of distributing copies of the Official Statement to each participating underwriter. Any underwriter submitting a bid with respect to the Bonds agrees thereby that if its bid is accepted , it shall accept such designation and shall enter into a contractual relationship with all participating underwriters for the purpose of assuring the receipt and distribution by each participating underwriter of the Official Statement. LEGAL OPINIONS The Bonds will be sold subject to the opinion of Nabors, Giblin & Nickerson, P.A., the County's Bond Counsel, as to the legality thereof and such opinion will be furnished without cost to the purchaser and all bids will be so conditioned. A form of Bond Counsel's opinion is attached to the Preliminary Official Statement as Appendix D. Certain matters will be passed on for the County by Jeffrey A. Klatzkow, Esq., County Attorney and Bryant Miller Olive P.A., the County's Disclosure Counsel. A legal opinion (or reliance letter thereon) of Bryant Miller Olive P.A., Tampa, Florida, Disclosure Counsel, and a legal opinion of Jeffrey A. Klatzkow, Esq., County Attorney, with respect to certain matters concerning the Official Statement will be furnished without charge to the successful bidder at the time of delivery of the Bonds. MUNICIPAL BOND INSURANCE OPTION The purchase of municipal bond insurance, if available, will be at the option and expense of the bidder. The successful bidder will be responsible for the payment of all costs associated with any such insurance, including the premium charged by the insurer. The bidder understands, by submission of its bid, that the bidder is solely responsible for the selection of any insurer and for all negotiations with the insurer as to the premium to be paid. If all or a portion of the Bonds are awarded on an insured basis, reference to the provisions of neither the Bond Resolution nor any other financing document will be altered nor will the County consent to make additional representations, undertakings or warranties. In addition, if the successful bidder is arranging for bond insurance for all or a portion of the Bonds, it also shall provide the amount of the premium to be paid and certification that the present value of the premium is less than the present value of the interest reasonably expected to be saved as a result of the insurance and that the premium does not exceed a reasonable arms-length charge for the transfer of credit risk accomplished through bond insurance. 11.A.4 Packet Pg. 233 Attachment: EXHIBIT A - Form of Official Notice of Sale (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 BIDDING PROCEDURE Only electronic bids submitted via the Parity System will be accepted. No other provider of electronic bidding services will be accepted. No bid delivered in person or by facsimile directly to the County will be accepted. Bidders are permitted to submit bids for the Bonds during the bidding time period, provided they are eligible to bid as described under "GENERAL" above. Each electronic bid submitted via the Parity System shall be deemed an irrevocable offer in response to this Official Notice of Sale and shall be binding upon the bidder as if made by a signed, sealed bid delivered to the County. All bids remain firm until an award is made. FORM OF BID Bidders must bid to purchase all maturities of the Bonds. Each bid must specify (1) an annual rate of interest for each maturity, (2) reoffering price or yield for each maturity and (3) a dollar purchase price for the entire issue of the Bonds. No more than one (1) bid from any bidder will be considered. A bidder must specify the rate or rates of interest per annum (with no more than one rate of interest per maturity), which the Bonds are to bear, to be expressed in multiples of 1/8 or 1/20 of 1%. Any number of interest rates may be named, but the Bonds of each maturity must bear interest at the same single rate for all bonds of that maturity. Each bid for the Bonds must meet the minimum and maximum reoffering price criteria shown in the Summary Table on a maturity and aggregate basis. Each bidder must specify, as part of its bid, the prices or yields at which a substantial amount (i.e., at least 10%) of the Bonds of each maturity will be offered and sold to the public. Reoffering prices presented as a part of the bids will not be used in computing the bidder's true interest cost. As promptly as reasonably possible after bids are received, the County will notify the successful bidder that it is the apparent winner. AWARD OF BID The County expects to award the Bonds to the winning bidder as soon as practicable after the bids are opened on the sale date. Bids may not be withdrawn prior to the award. Unless all bids are rejected, the Bonds will be awarded by the County on the sale date to the bidder whose bid complies with this Official Notice of Sale and results in the lowest true interest cost ("TIC") to the County. The lowest TIC will be determined by doubling the semi-annual interest rate, compounded semi-annually, necessary to discount the debt service payments from the payment dates to the dated date of the Bonds and to the aggregate purchase price of the Bonds. If two or more responsible bidders offer to purchase the Bonds at the same lowest TIC, the County will award the Bonds to 11.A.4 Packet Pg. 234 Attachment: EXHIBIT A - Form of Official Notice of Sale (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 one of such bidders by lot. Only the final bid submitted by any bidder through the Parity System will be considered. The right reserved to the County shall be final and binding upon all bidders with respect to the form and adequacy of any proposal received and as in its conformity to the terms of this Official Notice of Sale. RIGHT OF REJECTION THE COUNTY RESERVES THE RIGHT, IN ITS DISCRETION, TO REJECT ANY AND ALL BIDS, FOR ANY REASON, AND TO WAIVE IRREGULARITY OR INFORMALITY IN ANY BID. DELIVERY AND PAYMENT Delivery of the Bonds will be made by the County to DTC in book-entry only form, in New York, New York on or about the delivery date shown in the Summary Table, or such other date agreed upon by the County and the successful bidder. Payment for the Bonds must be made in Federal Funds or other funds immediately available to the County at the time of delivery of the Bonds. Any expenses incurred in providing immediate funds, whether by transfer of Federal Funds or otherwise, will be borne by the purchaser. The County intends to conduct the closing in Naples, Florida. RIGHT OF CANCELLATION The successful bidder will have the right, at its option, to cancel its obligation to purchase the Bonds if the Registrar fails to authenticate the Bonds and tender the same for delivery within 60 days from the date of sale thereof , and in such event the successful bidder will be entitled to the return of the Good Faith Deposit accompanying its bid. GOOD FAITH DEPOSIT The successful bidder for the Bonds is required to submit its Good Faith Deposit to the County in the form of a wire transfer in federal funds not later than 2:30 p.m., Eastern Daylight Savings Time, on the day of the award. If such deposit is not received by that time, the County may reject such bid and award the Bonds to the bidder that submitted the next best bid in accordance with the terms of the Official Notice of Sale. Wiring instructions for the Good Faith Deposit are as follows: Bank: First Florida Integrity Bank Routing #: 067016325 Acct. Name: Collier County BOCC-Concentration Account Acct. #: 1056407 REF: 2018 Tourist Development Tax Revenue Bonds Closing Attention: Ronald S. Dortch 11.A.4 Packet Pg. 235 Attachment: EXHIBIT A - Form of Official Notice of Sale (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 The Good Faith Deposit so wired will be retained by the County until the delivery of such Bonds, at which time the good faith deposit will be applied against the purchase price of such Bonds or the Good Faith Deposit will be retained by the County as partial liquidated damages in the event of the failure of the successful bidder to take up and pay for such Bonds in compliance with the terms of the Official Notice of Sale and of its bid. The County will pay no interest on the good faith deposit. The balance of the purchase price must be wired in federal funds to the account detailed in the closing memorandum provided by the County to the successful purchaser, simultaneously with delivery of such Bonds. CUSIP NUMBERS It is anticipated that CUSIP numbers will be printed on the Bonds, but neither failure to print such numbers on any Bonds nor any error with respect thereto will constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds. Bond Counsel will not review or express any opinion as to the correctness of such CUSIP numbers. The policies of the CUSIP Service Bureau will govern the assignment of specific numbers to the Bonds. The County's Financial Advisor will be responsible for applying for and obtaining CUSIP numbers for the Bonds. All expenses in relation to the printing of CUSIP numbers on the Bonds will be paid for by the County; provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers will be the responsibility of and will be paid for by the successful bidder. BLUE SKY The County has not undertaken to register the Bonds under the securities laws of any state, nor investigated the eligibility of any institution or person to purchase or participate in the underwriting of the Bonds under any applicable legal investment, insurance, banking or other laws. By submitting a bid for the Bonds, the successful bidder represents that the sale of the Bonds in states other than Florida will be made only under exemptions from registration or, wherever necessary, the successful bidder will register the Bonds in accordance with the securities laws of the state in which the Bonds are offered or sold. The County agrees to cooperate with the successful bidder, at the bidder's written request and expense, in registering the Bonds or obtaining an exemption from registration in any state where such action is necessary; provided, however, that the County shall not be required to consent to suit or to service of process in any jurisdiction. CERTAIN DISCLOSURE OBLIGATIONS OF THE PURCHASER Section 218.38(1)(b)(2), Florida Statutes, requires that the successful purchaser file a statement with the County containing information with respect to any fee, bonus or gratuity paid, in connection with the Bonds, by any underwriter or financial consultant to any person not regularly employed or engaged by such underwriter or consultant. 11.A.4 Packet Pg. 236 Attachment: EXHIBIT A - Form of Official Notice of Sale (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 Receipt of such statement is a condition precedent to the delivery of the Bonds to such successful bidder. The winning bidder must (1) complete the Truth-in-Bonding Statement provided by Bond Counsel (the form of which is attached hereto as Exhibit A) and (2) indicate whether such bidder has paid any finder's fee to any person in connection with the sale of the Bonds in accordance with Section 218.386, Florida Statutes. ESTABLISHMENT OF ISSUE PRICE The winning bidder shall assist the County in establishing the issue price of the Bonds and shall execute and deliver to the County on or prior to the closing date for the Bonds an "issue price" or similar certificate setting forth the reasonably expected initial offering prices to the public or the actual sales price or prices of the Bonds, together with the supporting pricing wires or equivalent communications, substantially in the applicable form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the winning bidder, the County and Bond Counsel. The County intends that the provisions of Treasury Regulation Section 1.148- 1(f)(3)(i) (defining "competitive sale" for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds ("competitive sale requirements") because: (1) the County has disseminated this Official Notice of Sale to potential underwriters in a manner that is reasonably designed to reach potential underwriters; (2) all bidders shall have an equal opportunity to bid; (3) the County may receive bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and (4) the County anticipates awarding the sale of the Bonds to the bidder who submits a firm offer to purchase the Bonds at the lowest true interest cost, as set forth in this Official Notice of Sale. Any bid submitted pursuant to this Official Notice of Sale shall be considered a firm offer for the purchase of the Bonds, as specified in the bid. BY SUBMITTING A BID FOR THE BONDS, A BIDDER REPRESENTS AND WARRANTS TO THE COUNTY THAT THE BIDDER HAS AN ESTABLISHED INDUSTRY REPUTATION FOR UNDERWRITING NEW ISSUANCES OF MUNICIPAL BONDS SUCH AS THE BONDS AND SUCH BIDDER'S BID IS SUBMITTED FOR AND ON BEHALF OF SUCH BIDDER BY AN OFFICER OR AGENT WHO 11.A.4 Packet Pg. 237 Attachment: EXHIBIT A - Form of Official Notice of Sale (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 IS DULY AUTHORIZED TO BIND THE BIDDER TO A LEGAL, VALID AND ENFORCEABLE CONTRACT FOR THE PURCHASE OF THE BONDS. Once the bids are communicated electronically via the Parity System to the County, each bid will constitute an irrevocable offer to purchase the Bonds on the terms herein and therein provided. In the event that the competitive sale requirements are not satisfied , the County shall so advise the winning bidder. In such case, the County shall treat the first price at which 10% of a maturity of the Bonds is sold to the public (the "10% test") as the issue price of that maturity, applied on a maturity-by-maturity basis. The winning bidder shall advise the County if any maturity of the Bonds satisfies the 10% test as of the date and time of the award of the Bonds. The County will not require bidders to comply with the "hold-the-offering-price rule" set forth in Treasury Regulation Section 1.148-1(f)(2)(ii) and therefore does not intend to use the initial offering price to the public as of the sale date of any maturity of the Bonds as the issue price of that maturity. Bids will not be subject to cancellation in the event that the competitive sale requirements are not satisfied; provided, however, the County reserves the right to reject any and all bids, for any reason, as set forth under "RIGHT OF REJECTION" herein. Bidders should prepare their bids on the assumption that all of the maturities of the Bonds will be subject to the 10% test in order to establish the issue price of the Bonds. If the competitive sale requirements are not satisfied, then until the 10% test has been satisfied as to each maturity of the Bonds, the winning bidder agrees to promptly report to the County the prices at which the unsold Bonds of each maturity have been sold to the public. That reporting obligation shall continue, whether or not the closing date for the Bonds has occurred, until the 10% test has been satisfied for each maturity or until all Bonds of that maturity have been sold. By submitting a bid and if the competitive sale requirements are not met , each bidder confirms that: (i) any agreement among underwriters, any selling group agreement and each retail distribution agreement (to which the bidder is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such retail distribution agreement, as applicable, to report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the winning bidder that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public, if and for so long as directed by the winning bidder and as set forth in the related pricing wires, and (ii) any agreement among underwriters relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such retail distribution 11.A.4 Packet Pg. 238 Attachment: EXHIBIT A - Form of Official Notice of Sale (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 agreement to report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the winning bidder or such underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public, if and for so long as directed by the winning bidder or such underwriter and as set forth in the related pricing wires. Sales of any Bonds to any person that is a related party to an underwriter shall not constitute sales to the public for purposes of this Official Notice of Sale. Further, for purposes of this Official Notice of Sale: (i) "public" means any person other than an underwriter or a related party, (ii) "underwriter" means (A) any person that agrees pursuant to a written contract (i.e. this Official Notice of Sale) with the County (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the public), (iii) a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (iv) "sale date" means the date that the Bonds are awarded by the County to the winning bidder. CONTINUING DISCLOSURE The County has covenanted to provide ongoing disclosure in accordance with Rule 15c2-12 of the Securities and Exchange Commission. The specific nature of the information to be contained in the annual report and the notices of material events are set forth in the Continuing Disclosure Certificate which is reproduced in its entirety in Appendix E attached to the Preliminary Official Statement for the Bonds. The covenants 11.A.4 Packet Pg. 239 Attachment: EXHIBIT A - Form of Official Notice of Sale (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 have been undertaken by the County in order to assist the successful purchaser in complying with clause (b) (5) of Rule 15c2-12 of the Securities and Exchange Commission. CERTIFICATE The County will deliver to the purchaser of the Bonds a certificate of an official of the County, dated the date of delivery of said Bonds, stating that as of the date thereof, to the best of the knowledge and belief of said official, the Official Statement does not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and further certifying that the signatory knows of no material adverse change in the financial condition of the County. CHOICE OF LAW Any litigation or claim arising out of any bid submitted (regardless of the means of submission) pursuant to this Official Notice of Sale shall be governed by and construed in accordance with the laws of the State of Florida. The venue situs for any such action shall be the state courts of the Twentieth Judicial Circuit in and for Collier County, Florida. NOTICE OF BIDDERS REGARDING PUBLIC ENTITY CRIMES A person or affiliate who has been placed on the Convicted Vendor List (as described in Florida Statutes) following a conviction for a public entity crime may not submit a bid. COLLIER COUNTY, FLORIDA By: /s/Andy Solis Chairman, Board of County Commissioners of Collier County, Florida Dated: September __, 2018 11.A.4 Packet Pg. 240 Attachment: EXHIBIT A - Form of Official Notice of Sale (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 A-1 EXHIBIT A TRUTH-IN-BONDING STATEMENT October __, 2018 Board of County Commissioners of Collier County, Florida Re: Collier County, Florida Tourist Development Tax Revenue Bonds, Series 2018 Dear Commissioners: The purpose of the following two paragraphs is to furnish, pursuant to the provisions of Sections 218.385(2) and (3), Florida Statutes, as amended, the truth-in- bonding statement required thereby, as follows: (a) The County is proposing to issue $_________ principal amount of the above-referenced Bonds for the principal purposes of development, acquisition, construction and equipping of a regional tournament caliber amateur sports complex, as more particularly described in the plans and specifications on file with the County, and paying certain costs of issuance of the Bonds. This obligation is expected to be repaid over a period of approximately ____ years. At a true interest cost of ____%, total interest paid over the life of the obligation will be approximately $_______________. (b) The Bonds are special limited obligations of the County. The principal source of repayment or security for the Bonds is certain tourist development tax revenues (as described in the Official Statement for the Bonds). Authorizing this debt will result in approximately $___________ (representing the average annual debt service with respect to the Bonds) of such moneys being used to pay debt service on the Bonds each year for ______ years. The foregoing is provided for information purposes only and shall not affect or control the actual terms and conditions of the Bonds. Very truly yours, Underwriter By: Authorized Signatory 11.A.4 Packet Pg. 241 Attachment: EXHIBIT A - Form of Official Notice of Sale (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 B-1 EXHIBIT B FORM OF ISSUE PRICE CERTIFICATE $__________ COLLIER COUNTY, FLORIDA TOURIST DEVELOPMENT TAX REVENUE BONDS, SERIES 2018 ISSUE PRICE CERTIFICATE The undersigned, on behalf of __________ ("__________"), hereby represents and warrants that it has an established industry reputation for underwriting new issuances of municipal bonds and certifies as set forth below with respect to the sale of the above- captioned obligations (the "Bonds"). [Alternate 1 - Competitive Safe Harbor Met] [1. Reasonably Expected Initial Offering Price. (a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the Public by __________ are the prices listed in Schedule A (the "Expected Offering Prices"). The Expected Offering Prices are the prices for the Maturities of the Bonds used by __________ in formulating its bid to purchase the Bonds. Attached as Schedule B are true and correct copies of the bid provided by __________ to purchase the Bonds and the pricing wire or equivalent communication for the Bonds. (b) __________ was not given the opportunity to review other bids prior to submitting its bid. (c) The bid submitted by __________ constituted a firm offer to purchase the Bonds.] [Alternate 2 - Competitive Sale Requirements Not Met – General Rule to Apply] [1. Sale of the Bonds. As of the date of this certificate, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule A. Each maturity of the Bonds of which at least 10% of such maturity has not yet been sold to the public (the "Unsold Bonds") is also identified in Schedule A. Attached as Schedule B are true and correct copies of the bid provided by __________ to purchase the Bonds, and the pricing wire or equivalent communication for the Bonds. __________ has and will comply with the requirements set forth under the heading "Establishment of Issue Price Certificate" in the Official Notice of Sale for the Bonds, including reporting on the sale prices of the Unsold Bonds after the date hereof as provided therein.] 2. Defined Terms. (a) Issuer means Collier County, Florida. 11.A.4 Packet Pg. 242 Attachment: EXHIBIT A - Form of Official Notice of Sale (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 B-2 (b) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities. (c) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (d) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is October __, 2018. (e) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public , and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents __________'s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Certificate as to Arbitrage and Certain Other Tax Matters relating to the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Nabors, Giblin & Nickerson, P.A. in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. __________ By: [Name] Dated: October __, 2018 11.A.4 Packet Pg. 243 Attachment: EXHIBIT A - Form of Official Notice of Sale (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 SCHEDULE A EXPECTED OFFERING PRICES OR PRICES OF SOLD AND UNSOLD BONDS 11.A.4 Packet Pg. 244 Attachment: EXHIBIT A - Form of Official Notice of Sale (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 SCHEDULE B COPY OF UNDERWRITER'S BID AND PRICING WIRE 11.A.4 Packet Pg. 245 Attachment: EXHIBIT A - Form of Official Notice of Sale (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 2018 25694/007/01369090.DOCv5 PRELIMINARY OFFICIAL STATEMENT DATED ______________, 2018 NEW ISSUE - Book-Entry Only See "RATINGS" herein DAC BOND LOGO In the opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida ("Bond Counsel"), under existing statutes, regulations, rulings and court decisions and subject to the conditions described herein under "TAX EXEMPTION," interest on the Series 2018 Bonds is (a) excludable from gross income of the owners thereof for federal income tax purposes except as otherwise described herein under t he caption "TAX EXEMPTION," and (b) not an item of tax preference for purposes of the federal alternative minimum tax. However, it should be noted that such interest is included in adjusted current earnings in calculating corporate alternative minimum taxa ble income for taxable years beginning prior to January 1, 2018. Such interest also may be subject to other federal income tax consequences referred to herein under "TAX EXEMPTION." See "TAX EXEMPTION" herein for a general discussion of Bond Counsel's opinion and other tax considerations. $___________* COLLIER COUNTY, FLORIDA Tourist Development Tax Revenue Bonds, Series 2018 Dated: Date of Delivery Due: October 1, as shown on the inside cover page hereof The Tourist Development Tax Revenue Bonds, Series 2018 (the "Series 2018 Bonds") are being issued by Collier County, Florida (the "County") as fully-registered bonds and, when issued, will be registered in the name of Cede & Co., as registered owner and nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the Series 2018 Bonds. Purchasers of the Series 2018 Bonds will not receive certificates representing their interests in the Series 2018 Bonds purchased. Ownership by the Beneficial Owners (as defined herein) of the Series 2018 Bonds will be evidenced by book-entry only. Principal of, redemption premium, if any, and interest on the Series 2018 Bonds will be paid by TD Bank, N.A., ___________, ____________ (the "Paying Agent" and "Registrar"), to DTC, which in turn will remit such principal, redemption premium, if any, and interest payments to its participants for subsequent disbursement to the Beneficial Owners of the Series 2018 Bonds. As long as Cede & Co. is the registered owner as nominee of DTC, payments on the Series 2018 Bonds will be made to such registered owner and disbursal of such payments to Beneficial Owners will be the responsibility of DTC and its participants. See "DESCRIPTION OF THE SERIES 2018 BONDS - Book-Entry Only System" herein. Interest on the Series 2018 Bonds is payable semiannually on each April 1 and October 1, commencing April 1, 2019. The Series 2018 Bonds are subject to redemption prior to their respective maturities as set forth herein. See "DESCRIPTION OF THE SERIES 2018 BONDS – Redemption of Series 2018 Bonds" herein. The Series 2018 Bonds are authorized pursuant to the Constitution and laws of the State of Florida, including Chapter 125, Florida Statutes, Section 125.0104, Florida Statutes, Ordinance No. 92-60 duly enacted by the Board of County Commissioners of the County (the "Board") on August 18, 1992, as amended and supplemented from time to time, particularly as amended by an Ordinance enacted by the Board on July 11, 2017 (the "Tourist Development Tax Ordinance"), and other applicable provisions of law (collectively, the "Act"), Resolution No. 2017-141 adopted by the Board on July 11, 2017, as amended 25694/007/01369090.DOCv5 and supplemented from time to time, and as particularly amended and supplemented by Resolution No. 2018-___ adopted by the Board on ___________, 2018 (collectively, the "Resolution"). The proceeds of the Series 2018 Bonds will be used to (1) finance and/or refinance the cost of the acquisition, construction and equipping of a regional tournament caliber amateur sports complex, as more particularly described herein under "THE 2018 PROJECT", and (2) pay costs of issuance related to the Series 2018 Bonds. The principal and interest on the Series 2018 Bonds will be payable from and will be secured by a lien upon and pledge of (i) Tourist Development Tax Revenues, and (ii) until applied in accordance with the Resolution, all moneys, including investments thereof, in certain funds and accounts created under the Resolution (the "Pledged Funds"). "Tourist Development Tax Revenues" shall mean the proceeds of the tourist development tax received by the County from its levy of such tax at the rate of five percent (5%) pursuant to the Tourist Development Tax Ordinance, and, to the extent provided by Supplemental Resolution of the County, any additional tourist development tax moneys received by the County pursuant to the Act (the "Full TDT Revenues"). "Tourist Development Tax Revenues" shall not include proceeds of any future increases in the tourist development tax above the fifth percent (5th%) received by the County pursuant to the Act, except as otherwise provided by Supplemental Resolution. Notwithstanding the foregoing, in the event a Series of Bonds is issued pursuant to the Resolution the proceeds of which are to be used to finance or refinance a Project for which not all of the tourist development tax proceeds received by the County may be used for the payment of Debt Service on such Series of Bonds pursuant to the Act, or the County determines that it does not want to utilize or pledge all of the Full TDT Revenues, the Tourist Development Tax Revenues with respect to such Series of Bonds shall be those tourist development tax proceeds set forth in the Supplemental Resolution authorizing the issuance of such Series of Bonds (the "Limited TDT Revenues"). THE SERIES 2018 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE COUNTY AS "BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF TH E COUNTY, PAYABLE SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE PLEDGED FUNDS IN ACCORDANCE WITH THE TERMS OF THE RESOLUTION. NO HOLDER OR HOLDERS OF ANY OBLIGATIONS ISSUED UNDER THE RESOLUTION SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH OBLIGATIONS FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE PLEDGED FUNDS IN THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLUTION. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to make an informed investment decision. THE MATURITIES, AMOUNTS, INTEREST RATES, PRICES OR YIELDS AND INITIAL CUSIP NUMBERS ON THE SERIES 2018 BONDS ARE DESCRIBED ON THE INSIDE COVER HEREOF. The Series 2018 Bonds will be offered when, as and if delivered to the Underwriters, subject to the approval of the legality thereof by Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel. Certain legal matters will be passed upon for the County by Jeffrey A. Klatzkow, Esq., County Attorney. Certain matters relating to disclosure will be passed upon for the County by its Disclosure Counsel, Bryant Miller Olive P.A., Tampa, Florida. 25694/007/01369090.DOCv5 PFM Financial Advisors LLC, Coral Gables, Florida is serving as Financial Advisor to the County. It is expected that the Series 2018 Bonds will be available for delivery through DTC on or about ______________, 2018. Electronic bids for the Series 2018 Bonds will be received through Parity Electronic Bid Submission System as described in the Official Notice of Sale. This Official Statement is dated __________________, 2018. *Preliminary, subject to change. 25694/007/01369090.DOCv5 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND INITIAL CUSIP NUMBERS $______________ COLLIER COUNTY, FLORIDA Tourist Development Tax Revenue Bonds, Series 2018 $___________ Serial Bonds Maturity (October 1)* Principal Amount* Interest Rate Yield Price Initial CUSIP Number** 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 * Preliminary, subject to change. ** The County is not responsible for the use of the CUSIP Numbers referenced herein nor is any representation made by the County as to their correctness. The CUSIP Numbers provided herein are included solely for the convenience of the readers of this Official Statement. *** May be combined into term bonds. See “STRUCTURE” in the Official Notice of Sale. 25694/007/01369090.DOCv5 RED HERRING LANGUAGE: This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Series 2018 Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of such jurisdiction. The County has deemed this Preliminary Official Statement "final," except for certain permitted omissions, within the contemplation of Rule 15c2-12 promulgated by the Securities and Exchange Commission. 25694/007/01369090.DOCv5 COLLIER COUNTY, FLORIDA 3339 Tamiami Trail East, Suite 302 Naples, Florida 34112 (239) 252-2351 BOARD OF COUNTY COMMISSIONERS Andy Solis, Chairman William L. McDaniel, Jr., Vice Chairman Donna Fiala, Commissioner Burt L. Saunders, Commissioner Penny Taylor, Commissioner COUNTY MANAGER Leo E. Ochs, Jr. CLERK OF THE CIRCUIT COURT AND COMPTROLLER Crystal K. Kinzel* DIRECTOR OF FINANCE AND ACCOUNTING Crystal K. Kinzel COUNTY ATTORNEY Jeffrey A. Klatzkow, Esq. BOND COUNSEL Nabors, Giblin & Nickerson, P.A. Tampa, Florida DISCLOSURE COUNSEL Bryant Miller Olive P.A. Tampa, Florida FINANCIAL ADVISOR PFM Financial Advisors LLC Coral Gables, Florida * Crystal K. Kinzel was appointed as Clerk of Courts by Governor Rick Scott in June 2018 following the death of the former Clerk of Courts. She will serve as Clerk of Courts until November 13, 2018, a week after the general election pursuant to which a new Clerk of Courts will be elected. 25694/007/01369090.DOCv5 No dealer, broker, salesman or other person has been authorized by the County or the Underwriters to give any information or to make any representations in connection with the Series 2018 Bonds, other than as contained in this Official Statement, and, if given or made, such information or representations must not be relied upon as having been authorized by the County. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shal l there be any sale of the Series 2018 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the County, The Depository Trust Company ("DTC") and other sources that are believed to be reliable, but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Underwriters. The Underwriters listed on the cover page hereof have reviewed the information in this Official Statement in accordance with and as part of their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. The information and expressions of opinion stated herein are subject to change, and neither the delivery of this Official Statement nor any sale made hereunder shall create, under any circumstances, any implication that there has been no change in the matters described herein since the date hereof. IN CONNECTION WITH THIS OFFERING OF THE SERIES 2018 BONDS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH SERIES 2018 BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. All summaries herein of documents and agreements are qualified in their entirety by reference to such documents and agreements, and all summaries herein of the Series 2018 Bonds are qualified in their entirety by reference to the form thereof included in the aforesaid documents and agreements. NO REGISTRATION STATEMENT RELATING TO THE SERIES 2018 BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR WITH ANY STATE SECURITIES COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATIONS OF THE COUNTY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SERIES 2018 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. 25694/007/01369090.DOCv5 i TABLE OF CONTENTS Page INTRODUCTION ....................................................................................................................................................... 1 THE 2018 PROJECT .................................................................................................................................................... 2 DESCRIPTION OF THE SERIES 2018 BONDS ....................................................................................................... 3 General .............................................................................................................................................................. 3 Book-Entry Only System ................................................................................................................................ 3 Redemption of Series 2018 Bonds ................................................................................................................. 6 Interchangeability, Negotiability and Transfer ........................................................................................... 7 Series 2018 Bonds Mutilated, Destroyed, Stolen or Lost ............................................................................ 8 SECURITY FOR THE BONDS .................................................................................................................................. 9 General .............................................................................................................................................................. 9 Funds and Accounts ....................................................................................................................................... 9 Construction Fund ........................................................................................................................................ 10 No Reserve Funding ..................................................................................................................................... 10 Disposition of Tourist Development Tax Revenues ................................................................................. 10 Rebate Fund ................................................................................................................................................... 14 Investments .................................................................................................................................................... 14 Additional Bonds .......................................................................................................................................... 15 DESCRIPTION OF TOURIST DEVELOPMENT TAX REVENUES................................................................... 16 PRO-FORMA DEBT SERVICE COVERAGE ........................................................................................................ 23 ESTIMATED SOURCES AND USES OF FUNDS ................................................................................................ 24 DEBT SERVICE SCHEDULE .................................................................................................................................. 25 COLLIER COUNTY GOVERNMENT ................................................................................................................... 26 INVESTMENT POLICY ........................................................................................................................................... 26 VALIDATION ........................................................................................................................................................... 29 LITIGATION ............................................................................................................................................................. 29 ENFORCEABILITY OF REMEDIES ....................................................................................................................... 29 TAX EXEMPTION .................................................................................................................................................... 30 Opinion of Bond Counsel ............................................................................................................................. 30 Internal Revenue Code of 1986 .................................................................................................................... 30 Collateral Tax Consequences ....................................................................................................................... 30 Other Tax Matters ......................................................................................................................................... 31 Original Issue Discount ................................................................................................................................ 31 Bond Premium ............................................................................................................................................... 31 AUDITED FINANCIAL STATEMENTS ............................................................................................................... 32 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS ........................................................... 32 RATINGS ................................................................................................................................................................... 33 LEGAL MATTERS .................................................................................................................................................... 33 FINANCIAL ADVISOR ........................................................................................................................................... 34 UNDERWRITING .................................................................................................................................................... 34 CONTINUING DISCLOSURE ................................................................................................................................ 35 CONTINGENT FEES ............................................................................................................................................... 36 ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT ................................................................ 36 AUTHORIZATION OF OFFICIAL STATEMENT ............................................................................................... 37 25694/007/01369090.DOCv5 ii APPENDIX A - General Information Regarding Collier County, Florida APPENDIX B - Collier County Comprehensive Annual Financial Report For Fiscal Year Ended September 30, 2017 APPENDIX C - Composite of the Resolution APPENDIX D - Form of Bond Counsel Opinion APPENDIX E - Form of Continuing Disclosure Certificate 25694/007/01369090.DOCv5 1 OFFICIAL STATEMENT Related to $__________* COLLIER COUNTY, FLORIDA Tourist Development Tax Revenue Bonds, Series 2018 INTRODUCTION The purpose of this Official Statement, including the cover page and appendices, is to set forth information concerning Collier County, Florida (the "County") and the Collier County, Florida $_____________* aggregate principal amount of its Tourist Development Tax Revenue Bonds, Series 2018 (the "Series 2018 Bonds"), in connection with the sale of the Series 2018 Bonds. The County was established in 1923 by the Legislature of the State of Florida (the "State") from portions of Lee and Monroe Counties. Its territorial limits, as they presently exist, contain approximately 2,026 square miles. In terms of land area, it is the largest county in the State. The County is located on the southwest coast of the Florida peninsula directly west of the Miami -Fort Lauderdale area. In 2017, the County had an estimated population of 360,846. Principal industries within the County include wholesale and retail trade, tourism, agriculture, forestry, fishing, cattle ranching and construction. Part of the Everglades National Park, the United States' only subtropical national park, comprises a portion of the County. See "APPENDIX A – General Information Regarding Collier County, Florida" attached hereto for more information about the County. The Series 2018 Bonds are authorized pursuant to the Constitution and laws of the State of Florida, including Chapter 125, Florida Statutes, Section 125.0104, Florida Statutes, Ordinance No. 92 -60 duly enacted by the Board of County Commissioners of the County (the "Board") on August 18, 1992, as amended and supplemented from time to time, particularly as amended by an Ordinance enacted by the Board on July 11, 2017 (the "Tourist Development Tax Ordinance"), and other applicable provisions of law (collectively, the "Act"), Resolution No. 2017-141 adopted by the Board on July 11, 2017, as amended and supplemented from time to time, and as particularly amended and supplemented by Resolution No. 2018-___ adopted by the Board on ____________, 2018 (collectively, the "Resolution"). The proceeds of the Series 2018 Bonds will be used to (1) finance and/or refinance the cost of the acquisition, construction and equipping of a regional tournament caliber amateur sports complex, and (2) pay costs of issuance related to the Series 2018 Bonds. The principal and interest on the Series 2018 Bonds will be payable from and will be secured by a lien upon and pledge of (i) Tourist Development Tax Revenues, and (ii) until applied in accordance with the Resolution, all moneys, including investments thereof, in certain funds and accounts created under the Resolution (the "Pledged Funds"). "Tourist Development Tax Revenues" shall mean the proceeds of the tourist development tax received by the County from its levy of such tax at the rate of five percent (5%) pursuant to the Tourist Development Tax Ordinance, and, to the extent provided by Supplemental Resolution of the County, any additional tourist development tax moneys received by the County pursuant to the Act (the "Full TDT Revenues"). "Tourist Development Tax Revenues" shall not include _______________ *Preliminary, subject to change. 25694/007/01369090.DOCv5 2 proceeds of any future increases in the tourist development tax above the fifth percent (5th%) received by the County pursuant to the Act, except as otherwise provided by Supplemental Resolution. Notwithstanding the foregoing, in the event a Series of Bonds is issued pursuant to the Resolution the proceeds of which are to be used to finance or refinance a Project for which not all of the tourist development tax proceeds received by the County may be used for the payment of Debt Service on such Series of Bonds pursuant to the Act, or the County determines that it does not want to utilize or pledge all of the Full TDT Revenues, the Tourist Development Tax Revenues with respect to such Series of Bonds shall be those tourist development tax proceeds set forth in the Supplemental Resolution authorizing the issuance of such Series of Bonds (the "Limited TDT Revenues"). THE SERIES 2018 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE COUNTY AS "BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE COUNTY, PAYABLE SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE PLEDGED FUNDS IN ACCORDANCE WITH THE TERMS OF THE RESOLUTION. NO HOLDER OR HOLDERS OF ANY OBLIGATIONS ISSUED UNDER THE RESOLUTION SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY A D VALOREM TAXING POWER TO PAY SUCH OBLIGATIONS FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE PLEDGED FUNDS IN THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLUTION. The County has covenanted to provide certain continuing disclosure information pursuant to Rule 15c2-12 of the Securities and Exchange Commission relating to the Series 2018 Bonds. See "CONTINUING DISCLOSURE" herein. Capitalized terms used but not otherwise defined herein have the same meaning ascribed thereto in the Resolution unless the context would clearly indicate otherwise. Complete descriptions of the terms and conditions of the Series 2018 Bonds are set forth in the Resolution, a composite of which is attached as APPENDIX C to this Official Statement. The descriptions of the Series 2018 Bonds, the documents authorizing and securing the same, and the information from various reports and statements contained herein are not comprehensive or definitive. All references herein to such documents, reports and statements are qualified by the entire, actual content of such documents, reports and statements. A copy of the Resolution and all documents of the County referred to herein may be obtained from Crystal K. Kinzel*, Clerk of the Circuit Court and Comptroller of Collier County, Collier County Courthouse Annex, 3315 Tamiami Trail East, 2nd Floor, Naples, Florida 34112-5324, Phone (239) 252-2646. THE 2018 PROJECT The 2018 Project consists of the acquisition, construction and equipping of a regional tournament caliber amateur sports complex complete with eight multi-purpose fields, parking, championship stadium, and a field house with indoor courts and fields in order to attract world class amateur sporting events, all to be located on approximately 110 acres. The 2018 Project shall be f unded from proceeds of the Series 2018 Bonds and accumulated tourist development tax revenues. For more information, see "DESCRIPTION OF TOURIST DEVELOPMENT TAX REVENUES" herein. _______________ * Crystal K. Kinzel was appointed as Clerk of Courts by Governor Rick Scott in June 2018 following the death of the former Clerk of Courts. She will serve as Clerk of Courts until November 13, 2018, a week after the general election pursuant to which a new Clerk of Courts will be elected. 25694/007/01369090.DOCv5 3 DESCRIPTION OF THE SERIES 2018 BONDS General The Series 2018 Bonds will bear interest at the rates set forth on the inside cover page hereof from the most recent Interest Date, as hereinafter defined, to which interest has been paid or provided for, or, if no interest has been paid, from the date of delivery of the Series 2018 Bonds. Interest on the Series 2018 Bonds will be payable on April 1 and October 1 of each year (the "Interest Dates"), commencing on April 1, 2019. The principal of or Redemption Price, if applicable, on the Series 2018 Bonds is payable upon presentation and surrender of the Series 2018 Bonds at the designated corporate trust office of TD Bank, N.A., _______________, ___________ (the "Paying Agent" and "Registrar"). Interest on the Series 2018 Bonds shall be payable by check or draft of the Paying Agent , made payable and mailed to the Holder in whose name such Series 2018 Bond shall be registered at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding the applicable Interest Date, or, at the request of such Holder, by bank wire transfer to the account of such Holder. Principal of the Series 2018 Bonds is payable to the Holder upon presentation, when due, at the designated corporate trust office of the Paying Agent. All payments of principal, premium, if applicable, and interest on the Series 2018 Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. The Series 2018 Bonds are being issued as fully-registered bonds in denominations of $5,000 or any integral multiple thereof and, when issued, will be registered in the name of Cede & Co., as registered owner and nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the Series 2018 Bonds. Purchasers of the Series 2018 Bonds will not receive certificates representing their interests in the Series 2018 Bonds purchased. Ownership by the Beneficial Owners (as hereinafter defined) of the Series 2018 Bonds will be evidenced by book-entry only. Principal of, redemption premium, if any, and interest on the Series 2018 Bonds will be paid by the Paying Agent to DTC, which in turn will remit such principal, redemption p remium, if any, and interest payments to its participants for subsequent disbursement to the Beneficial Owners of the Series 2018 Bonds. As long as Cede & Co. is the registered owner as nominee of DTC, payments on the Series 2018 Bonds will be made to such registered owner and disbursal of such payments to Beneficial Owners will be the responsibility of DTC and its participants. See "DESCRIPTION OF THE SERIES 2018 BONDS - Book-Entry Only System" herein. Book-Entry Only System THE FOLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOK-ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE COUNTY BELIEVES TO BE RELIABLE. THE COUNTY TAKES NO RESPONSIBILITY FOR THE ACCURACY THEREOF. SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2018 BONDS, AS NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE SERIES 2018 BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2018 BONDS SHALL MEAN CEDE & CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2018 BONDS. THE DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT 25694/007/01369090.DOCv5 4 TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2018 BONDS, PAYMENT OF INTEREST AND PRINCIPAL ON THE SERIES 2018 BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2018 BONDS, CONFIRMATION AND TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2018 BONDS, AND OTHER RELATED TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT PARTICIPANTS AND BENEFICIAL OWNERS OF THE SERIES 2018 BONDS IS BASED SOLELY ON INFORMATION FURNISHED BY DTC. ACCORDINGLY, THE COUNTY NEITHER MAKES NOR CAN MAKE ANY REPRESENTATIONS CONCERNING THESE MATTERS. DTC will act as securities depository for the Series 2018 Bonds. The Series 2018 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2018 Bonds certificate will be issued for each maturity of the Series 2018 Bonds in the aggregate principal amount thereof, and will be deposited with DTC. DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.6 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The Direct Participants and the Indirect Participants are collectively referred to herein as the "DTC Participants." DTC has an S&P Global Inc. ("S&P") rating of AA+. The DTC Rules applicable to its DTC Participants are on file with the Securities and Exchange Commission (the "SEC"). More information about DTC can be found at www.dtcc.com. Purchases of Series 2018 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2018 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2018 Bondholder ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as period ic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2018 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will 25694/007/01369090.DOCv5 5 not receive certificates representing their ownership interests in the Series 2018 Bonds, except in the event that use of the book-entry system for the Series 2018 Bonds is discontinued. To facilitate subsequent transfers, all Series 2018 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Series 2018 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2018 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2018 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2018 Bonds may wish to take certain steps to augment the transmission to them of notices o f significant events with respect to the Series 2018 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security documents. For example, Beneficial Owners of Series 2018 Bonds may wish to ascertain that the nominee holding the Series 2018 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and request that copies of notices be provided directly to them. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2018 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the County as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Series 2018 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payment of principal and interest on the Series 2018 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the County, on the payment date in accordance with their respective holdings shown on DTC's records. Payments by DTC Participants to Beneficial Owners will be governed by standin g instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such DTC Participant and not of DTC or the County, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and redemption proceeds to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the County, dis bursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Series 2018 Bonds at any time by giving reasonable notice to the County. Under such circumstances, in the event that a successor depository is not obtained, the Series 2018 Bonds are required to be printed and delivered. 25694/007/01369090.DOCv5 6 The County may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Series 2018 Bonds certificates will be printed and delivered to DTC. Redemption of Series 2018 Bonds Optional Redemption. The Series 2018 Bonds maturing on or after October 1, 2029 are subject to redemption in whole or in part, at any time, on or after October 1, 2028, in such order of maturities as may be determined by the County (less than all of a single maturity to be selected by lot), at a Redemption Price equal to 100% of the principal amount of the Series 2018 Bonds to be redeemed plus accrued interest to the date fixed for redemption, without premium. Mandatory Redemption. The Series 2018 Bonds maturing on October 1, _____ are subject to mandatory sinking fund redemption, in part by lot, in such manner as the Paying Agent may deem appropriate, prior to maturity on October 1 of each year, at a Redemption Price equal to the principal amount of such Series 2018 Bonds to be redeemed, without premium, plus accrued interest to the date of redemption, in the years and in the amounts as follows: Year Amount $ * *Maturity Selection of Series 2018 Bonds to be Redeemed. The Series 2018 Bonds shall be redeemed only in the principal amount of $5,000 each and integral multiples thereof. The County shall, at least 45 days prior to the redemption date (unless a shorter time period shall be satisfactory to the Registrar) notify the Registrar of such redemption date and of the principal amount of Bonds to be redeemed. For purposes of any redemption of less than all of the Outstanding Bonds of a single maturity, the particular Series 2018 Bonds or portions of Series 2018 Bonds to be redeemed shall be selected not more than 45 days prior to the redemption date by the Registrar from the Outstanding Bonds of the maturity or maturities designated by the County by such method as the Registrar shall deem fair and appropriate and which may provide for the selection for redemption of Series 2018 Bonds or portions of Series 2018 Bonds in principal amounts of $5,000 and integral multiples thereof. If less than all of a Term Bond is to be redeemed the aggregate principal amount to be redeemed shall be allocated to the Amo rtization Installments on a pro-rata basis unless the County, in its discretion, designates a different allocation. If less than all of the Outstanding Series 2018 Bonds of a single maturity are to be redeemed, the Registrar shall promptly notify the County and Paying Agent (if the Registrar is not the Paying Agent for such Bonds) in writing of the Series 2018 Bonds or portions of Series 2018 Bonds selected for redemption and, in the case of any Series 2018 Bond selected for partial redemption, the princip al amount thereof to be redeemed. Notice of Redemption. Notice of such redemption, which shall specify the Series 2018 Bond or Series 2018 Bonds (or portions thereof) to be redeemed and the date and place for redemption, shall be given by the Registrar on behalf of the County, and (A) shall be filed with the Paying Agent of such Series 2018 Bonds, (B) shall be mailed first class, postage prepaid, not less than 30 days nor more than 45 days 25694/007/01369090.DOCv5 7 prior to the redemption date to all Holders of Series 2018 Bonds to be redeemed at their addresses as they appear on the registration books kept by the Registrar as of the date of mailing of such notice, and (C) shall be mailed, certified mail, postage prepaid, at least 35 days prior to the redemption date to the registered securities depositories and one or more nationally recognized municipal bond information services as hereinafter provided in the Resolution. Failure to mail such notice to such depositories or services or the Holders of the Series 2018 Bonds to be redeemed, or any defect therein, shall not affect the proceedings for redemption of Series 2018 Bonds as to which no such failure or defect has occurred. Such notice shall also be mailed to the Insurer, if any, of such redeemed Series 2018 Bonds. Failure of an y Holder to receive any notice mailed as herein provided shall not affect the proceedings for redemption of such Holder's Series 2018 Bonds. The County may provide that redemption will be contingent upon the occurrence of certain condition(s) and that if such condition(s) do not occur the notice of redemption will be rescinded, provided notice of rescission shall be mailed in the manner described above to all affected Series 2018 Bondholders not later than three business days prior to the date of redemptio n. So long as Cede & Co. is the registered owner of the Series 2018 Bonds, as nominee of DTC, notice of redemption is only required to be given to Cede & Co. Interchangeability, Negotiability and Transfer The following provisions shall only be applicable if DTC's book-entry system of registration is discontinued. Series 2018 Bonds, upon surrender thereof at the office of the Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of registered Series 2018 Bonds of the same Series and maturity of any other authorized denominations. The Series 2018 Bonds issued under the Resolution shall be and have all the qualities and incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the State of Florida, subject to the provisions for registration and transfer contained in the Resol ution and in the Series 2018 Bonds. So long as any of the Series 2018 Bonds shall remain Outstanding, the County shall maintain and keep, at the office of the Registrar, books for the registration and transfer of the Series 2018 Bonds. Each Series 2018 Bond shall be transferable only upon the books of the County, at the office of the Registrar, under such reasonable regulations as the County may prescribe, by the Holder thereof in person or by his attorney duly authorized in writing upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the Holder or his duly authorized attorney. Upon the transfer of any such Series 2018 Bond, the County shall issue, and cause to be authenticated, in the name of the transferee a new Series 2018 Bond or Series 2018 Bonds of the same aggregate principal amount and Series and maturity as the surrendered Series 2018 Bond. The County, the Registrar and any Paying Agent or fiduciary of the County may deem and treat the Person in whose name any Outstanding Bond shall be registered upon the books of the County as the absolute owner of such Series 2018 Bond, whether such Series 2018 Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal or Redemption Price, if applicable, and interest on such Series 25694/007/01369090.DOCv5 8 2018 Bond and for all other purposes, and all such payments so made to any such Holder or upon his order shall be valid and effectual to satisfy and discharge the lia bility upon such Series 2018 Bond to the extent of the sum or sums so paid and neither the County nor the Registrar nor any Paying Agent or other fiduciary of the County shall be affected by any notice to the contrary. In all cases in which the privilege of exchanging Series 2018 Bonds or transferring Series 2018 Bonds is exercised, the County shall execute and deliver Series 2018 Bonds and the Registrar shall authenticate such Series 2018 Bonds in accordance with the provisions of the Resolution. Execution of Series 2018 Bonds by the Chairman and Clerk of the Circuit Court and Comptroller for purposes of exchanging, replacing or transferring Bonds may occur at the time of the original delivery of the Series of which such Series 2018 Bonds are a part. All Series 2018 Bonds surrendered in any such exchanges or transfers shall be held by the Registrar in safekeeping until directed by the County to be cancelled by the Registrar. For every such exchange or transfer of Series 2018 Bonds, the County or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other governmental charge required to be paid with respect to such exchange or transfer. The County and the Registrar shall not be obligated to make any such exchange or transfer of Series 2018 Bonds of any Series during the 15 days next preceding an Interest Date on the Series 2018 Bonds of such Series (other than Capital Appreciation Bonds and Variable Rate Bonds), or, in the case of any proposed redemption of Series 2018 Bonds of such Series, then, for the Series 2018 Bonds subject to redemption, during the 15 days next preceding the date of the first mailing of notice of such redemption and continuing until such redemption date. The County may elect to issue any Series 2018 Bonds as uncertificated registered public obligations (not represented by instruments), commonly known as book -entry obligations, provided it shall establish a system of registration therefor by Supplemental Resolution. Series 2018 Bonds Mutilated, Destroyed, Stolen or Lost In case any Series 2018 Bond shall become mutilated, or be destroyed, stolen or lost, the County may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new Series 2018 Bond of like tenor as the Series 2018 Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Series 2018 Bond upon surrender and cancellation of such mutilated Series 2018 Bond or in lieu of and substitution for the Series 2018 Bond destroyed, stolen or lost , and upon the Holder furnishing the County and the Registrar proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the County or the Registrar may prescribe and paying such expenses as the County and the Registrar may incur. All Series 2018 Bonds so surrendered shall be cancelled by the Registrar. If any of the Series 2018 Bonds shall have matured or be about to mature, instead of issuing a substitute Series 2018 Bond, the County ma y pay the same or cause the Series 2018 Bond to be paid, upon being indemnified as aforesaid, and if such Series 2018 Bonds be lost, stolen or destroyed, without surrender thereof. Any such duplicate Series 2018 Bonds issued pursuant to the Resolution sha ll constitute original, additional contractual obligations on the part of the County whether or not the lost, stolen or destroyed Series 2018 Bond be at any time found by anyone, and such duplicate Series 2018 Bond shall be entitled to equal and proportionate benefits and rights as to lien on the Pledged Funds to the same extent as all other Series 2018 Bonds issued pursuant to the Resolution. 25694/007/01369090.DOCv5 9 SECURITY FOR THE BONDS General The Series 2018 Bonds and any Additional Bonds hereafter issued in accordance wi th the Resolution are herein referred to as the "Bonds." The payment of the principal of, redemption premium, if any, and interest on the Bonds is secured equally and ratably by a pledge of and lien upon the Pledged Funds. "Pledged Funds" means (1) the Tourist Development Tax Revenues, and (2) until applied in accordance with the provisions of the Resolution, all moneys, including investments thereof, in the funds and accounts established under the Resolution except (A) for the Unrestricted Revenue Account and the Rebate Fund, and (B) any moneys set aside in a particular subaccount of the Reserve Account if such moneys shall be pledged solely for the payment of the Series of Bonds for which it was established in accordance with the provisions of the Resolution. The Bonds are issued for the purposes of acquiring or constructing improvements described in Section 125.0104(5)(a)1, Florida Statutes, and the County does not currently have any bonds outstanding that were issued for such purposes. THE BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE COUNTY AS "BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE COUNTY, PAYABLE SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE PLEDGED FUNDS IN ACCORDANCE WITH THE TERMS OF THE RESOLUTION. NO HOLDER OR HOLDERS OF ANY OBLIGATIONS ISSUED UNDER THE RESOLUTION SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH OBLIGATIONS FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE PLEDGED FUNDS IN THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLUTION. Funds and Accounts The County covenanted and agreed in the Resolution to establish the following funds and accounts: (a) The "Collier County, Florida Tourist Development Tax Revenue Bonds Revenue Fund." The County shall maintain two separate accounts in the Revenue Fund, the "Restricted Revenue Account" and the "Unrestricted Revenue Account." (b) The "Collier County, Florida Tourist Development Tax Revenue Bonds Debt Service Fund" The County shall maintain four separate accounts in the Debt Service Fund, the "Interest Account," the "Principal Account," the "Bond Amortization Account," and the "Reserve Account." (c) The "Collier County, Florida Tourist Development Tax Revenue Bonds Rebate Fund." Moneys in the aforementioned funds and accounts, other than the Rebate Fund and the Unrestricted Revenue Account, until applied in accordance with the provisions of the Resolution, shall be subject to a lien and charge in favor of the Holders of the Bonds and for the further security of such Holders. The County may at any time and from time to time appoint one or more depositories to hold, for the benefit of the Bondholders, any one or more of the funds, accounts and subaccounts established by 25694/007/01369090.DOCv5 10 the Resolution. Such depository or depositories shall perform at the direction of the County the duties of the County in depositing, transferring and disbursing moneys to and from each of such funds and accounts as set forth in the Resolution, and all records of such depositary in performing such duties shall be open at all reasonable times to inspection by the County and its agent and employees. Any such depositary shall be a bank or trust company duly authorized to exercise corporate trust powers and subject to examination by federal or state authority, of good standing, and be qualified under applicable State law as a depository. Notwithstanding the foregoing, none of the aforementioned funds and accounts is re quired to be established prior to the time any such fund or account is required to be funded or otherwise utilized pursuant to the Resolution. Construction Fund The County covenanted and agreed in the Resolution to establish a special fund to be known as the "Collier County, Florida Tourist Development Tax Revenue Bonds Construction Fund," which shall be used only for payment of the Cost of a Project. Moneys in the Construction Fund, until applied in payment of any item of the Cost of the Project in the manner provided in the Resolution, shall be held in trust by the County and shall be subject to a lien and charge in favor of the Holders of the Bonds and for the further security of such Holders. No Reserve Funding The Reserve Account Requirement which is applicable to the Series 2018 Bonds is equal to zero ($0). The Series 2018 Bonds shall not be secured by any other account or subaccount hereafter established in the Reserve Account. Disposition of Tourist Development Tax Revenues (A) Upon receipt, the County shall deposit the Tourist Development Tax Revenues into the Restricted Revenue Account. Moneys in this account shall be deposited or credited on or before the 25th day of each month in the following manner and order of priority: (1) Interest Account. There shall be deposited to the Interest Account an amount which shall be sufficient to pay one-sixth (1/6) of the interest becoming due on all Bonds Outstanding (except as to Capital Appreciation Bonds) on the next succeeding Interest Date. With respect to the initial Interest Date following the issuance of a Series of Bonds, the County shall deposit each month an amount which shall be sufficient to pay a fraction, the numerator of which is 1 and the denominator of which is the number of months until such Interest Date, of the interest becoming due on such Bonds on the initial Interest Date. Moneys in the Interest Account shall be used to pay interest on the Bonds as and when the same become due, whether by redemption or otherwise, and for no other purpose. All Hedge Receipts and Federal Subsidy Payments shall be deposited directly to the Interest Account upon receipt. With respect to interest on Bonds which the County has determined are subject to a Hedge Payment, interest on such Bonds during the term of the Qualified Hedge Agreement shall be deemed to include the corresponding Hedge Payments. Moneys in the Interest Account shall be applied by the County (a) for deposit with the Paying Agent to pay the interest on the Bonds on or prior to the dat e the same shall become due, whether by maturity, redemption or otherwise, and (b) for Hedge 25694/007/01369090.DOCv5 11 Payments. Any Federal Subsidy Payments deposited to the Interest Account shall be deemed to have been applied to the payment of interest on the Federal Subsidy Bon ds to which such Payments relate. The County shall adjust the amount of the deposit to the Interest Account not later than a month immediately preceding any Interest Date so as to provide sufficient moneys in the Interest Account to pay the interest on the Bonds coming due on such Interest Date. No further deposit need be made to the Interest Account when the moneys therein are equal to the interest coming due on the Outstanding Bonds on the next succeeding Interest Date. With respect to debt service on any Bonds which are subject to a Qualified Hedge Agreement, any Hedge Payments due to the Counterparty to such Qualified Hedge Agreement relating to such Bonds shall be paid to the Counterparty to such Qualified Hedge Agreement on a parity basis with the aforesaid required payments into the Debt Service Fund. In computing the interest on Variable Rate Bonds which shall accrue during a calendar month, the interest rate on such Variable Rate Bonds shall be assumed to be (A) if such Variable Rate Bonds have bee n Outstanding for at least 24 months prior to the commencement of such calendar month, the highest average interest rate borne by such Variable Rate Bonds for any 30-day period, and (B) if such Variable Rate Bonds have not been Outstanding for at least 24 months prior to the date of calculation, the Bond Buyer Revenue Bond Index most recently published prior to the commencement of such calendar month. (2) Principal Account. Commencing in the month which is one year prior to the first principal due date (or if the first principal due date is less than one year from the date of issuance of the Bonds, the month immediately following the issuance of the Bonds), the County shall next deposit into the Principal Account an amount which shall be sufficient to pay one-twelfth (1/12) of the principal on Serial Bonds outstanding next due. With respect to the initial principal payment date following the issuance of a Series of Bonds, the County shall deposit each month an amount which shall be sufficient to pay a fraction, the numerator of which is 1 and the denominator of which is the number of months until such principal payment date, of the principal becoming due on such Bonds on the initial principal payment date. Moneys in the Principal Account shall be applied by the County for deposit with the Paying Agent to pay the principal of the Bonds on or prior to the date the same shall mature, and for no other purpose. Serial Capital Appreciation Bonds shall be payable from the Principal Account in the years in which such Bonds mature and monthly payments into the Principal Account on account of such Bonds shall commence in the twelfth month immediately preceding the maturity date of such Bonds. The County shall adjust the amount of the deposit to the Principal Account not later than the month immediately preceding any principal payment date so as to provide sufficient moneys in the Principal Account to pay the principal on the Bonds becoming due on such principal payment date. No further deposit need be made to the Principal Account when the moneys therein are equal to the principal coming due on the Outstanding Bonds on the next succeeding principal payment date. (3) Bond Amortization Account. Commencing in the month which is one year prior to any Amortization Installment due date, there shall be deposited or credited to the Bond Amortization Account an amount which shall be sufficient to pay one -twelfth (1/12) of the Amortization Installment next due. With respect to the initial Amortization Installment date following the issuance of a Series of Bonds, the County shall deposit each month an amount which shall be sufficient to pay a fraction, the numerator of which is 1 and the denominator of which is the number of months until such Amortization Installment date, of th e Amortization Installment for such Amortization Installment date. Moneys in the Bond Amortization Account 25694/007/01369090.DOCv5 12 shall be used to purchase or redeem Term Bonds in the manner provided in the Resolution or as provided by Supplemental Resolution, and for no other purpose. Term Capital Appreciation bonds shall be payable from the Term Bonds Redemption Account in the years in which such Bonds mature and monthly payments into the Bond Amortization Account on account of such Bonds shall commence in the twelfth month immediately preceding the due date of the related Amortization Fund Installments. The County shall adjust the amount of the deposit into the Bond Amortization Account not later than the month immediately preceding any date for payment of an Amortization Installment so as to provide sufficient moneys in the Bond Amortization Account to pay the Amortization Installments on the Bonds coming due on such date. No further deposit need be made to the Bond Amortization Account when the moneys therein are equal to the Amortization Installments coming due on the Outstanding Bonds on the next succeeding Amortization Installment due date. Payments to the Bond Amortization Account shall be on a parity with payments to the Principal Account. Amounts accumulated in the Bond Amortization Account with respect to any Amortization Installment (together with amounts accumulated in the Interest Account with respect to interest, if any, on the Term Bonds for which such Amortization Installment was established) may be applied by the County, on or prior to the sixtieth (60th) day preceding the due date of such Amortization Installment, (a) to the purchase of Term Bonds of the Series and maturity for which such Amortization Installment was established at a price not exceeding par plus accrued interest, or (b) to the redemption at the applicable Redemption Prices of such Term Bonds, if then redeemable by their terms at a price not exceeding par plus accrued interest. The applicable Redemption Price (or principal amount of maturing Term B onds) of any Term Bonds so purchased or redeemed shall be deemed to constitute part of the Bond Amortization Account until such Amortization Installment date, for the purposes of calculating the amount of such Account. As soon as practicable after the sixtieth (60th) day preceding the due date of any such Amortization Installment, the County shall proceed to call for redemption on such due date, by causing notice to be given as provided in Section 3.03 hereof, Term Bonds of the Series and maturity for which such Amortization Installment was established (except in the case of Term Bonds maturing on an Amortization Installment date) in such amount as shall be necessary to complete the retirement of the unsatisfied balance of such Amortization Installment. The County shall pay out of the Bond Amortization Account and the Interest Account to the appropriate Paying Agents, on or before the day preceding such redemption date (or maturity date), the amount required for the redemption (or for the payment of such Term Bonds then maturing), and such amount shall be applied by such Paying Agents to such redemption (or payment). All expenses in connection with the purchase or redemption of Term Bonds shall be paid by the County from the Restricted Revenue Fund. (4) Reserve Account. There shall next be deposited to the Reserve Account an amount which would enable the County to restore the funds on deposit in the Reserve Account to an amount equal to the Reserve Account Requirement applicable thereto . All deficiencies in the Reserve Account must be made up no later than 12 months from the date such deficiency first occurred, whether such shortfall was caused by an increase in the applicable Reserve Account Requirement, a decrease in the aggregate market value of the investments therein of more than five percent (5%) or withdrawal (whether from cash or a Reserve Account Insurance Policy or Reserve Account Letter of Credit). On or prior to each principal payment date and Interest Date for the Bonds (in no event earlier than the 25th day of the month next preceding such payment date), moneys in the Reserve Account shall be applied by the County to the payment of the 25694/007/01369090.DOCv5 13 principal of or Redemption Price, if applicable, and interest on the Bonds to the extent moneys in the Interest Account, the Principal Account and Bond Amortization Account shall be insufficient for such purposes. Whenever there shall be surplus moneys in the Reserve Account by reason of a decrease in the Reserve Account Requirement or a result of a deposit in the Reserve Account of a Reserve Account Letter of Credit or a Reserve Account Insurance Policy, such surplus moneys, to the extent practicable, shall be deposited by the County into the Restricted Revenue Account and applied as directed by Bond Counsel . The County shall promptly inform each *Insurer and Credit Bank of any draw upon the Reserve Account for purposes of paying the principal of and interest on the Bonds. Upon issuance of any Series of Bonds under the Resolution, the County shall, fund the Reserve Account in an amount at least equal to the applicable Reserve Account Requirement in accordance with the Resolution. Whenever the amount of cash in the Reserve Account, together with the other amounts in the Debt Service Fund, are sufficient to fully pay all Outstanding Bonds in accordance with their terms (including principal or applicable Redemption Price and interest thereon), the funds on deposit in the Reserve Account may be transferred to the other Accounts of the Debt Service Fund for the payment of the Bonds. (5) Unrestricted Revenue Account. The balance of any moneys after the deposits required by subparagraphs (1) through (4) above may be transferred, at the discretion of the County, to the Unrestricted Revenue Account or any other appropriate fund and account of the County and may be used for any lawful purpose; including, without limitation, the early redemption of Bonds. In the event moneys on deposit in the Interest Account and the Principal Account on the third day prior to an Interest Date are not sufficient to pay the principal of and interest on the Bonds coming due on such Interest Date, the County shall transfer moneys from the Unrestricted Revenue Account, if any, to the appropriate Account of the Debt Service Fund to provide for such payment. Any moneys remaining in the Unrestricted Revenue Account on each Interest Date may be used for any lawful purpose in accordance with the Act. (B) The County, in its discretion, may use moneys in the Principal Account, the Bond Amortization Account and the Interest Account to purchase or redeem Outstanding Bonds coming due on the next principal payment date, provided such purchase or redemption does not adversely affect the County’s ability to pay the principal or interest coming due on such princip al payment date on the Bonds not so purchased or redeemed. (C) On or before the date established for payment of any principal of or interest on the Bonds, the County shall withdraw from the appropriate Account of the Debt Service Fund sufficient moneys to pay such principal or interest and deposit such moneys with the Paying Agent. Such deposits with the Paying Agent shall be made in moneys available to make payments of the principal of and interest on the Bonds as the same becomes due. (D) In the event the County shall issue a series of Bonds secured by a Credit Facility, the County may establish such separate subaccounts in the Interest Account, the Principal Account and the Bond Amortization Account to provide for payment of the principal of and interest on such Series as may be required by the Credit Facility Provider; provided one Series of Bonds shall not have preference in payment from Pledged Funds over any other Series of Bonds. The County may also deposit moneys in 25694/007/01369090.DOCv5 14 such subaccounts at such other times and in such other amounts from those provided in the Resolution as shall be necessary to pay the principal of and interest on such Bonds as the same shall become due, all as provided by the Supplemental Resolution authorizing such Bonds. In the case of Bonds secured by a Credit Facility, amounts on deposit in any subaccounts established for such Bonds may be applied as provided in the applicable Supplemental Resolution to reimburse the Credit Facility Provider for amounts drawn under such Credit Facility to pay the principal of or redemption price, if applicable, and interest on such Bonds or to pay the purchase price of any such Bonds which are tendered by the Holders thereof for payment. Rebate Fund Amounts on deposit in the Rebate Fund shall be held in trust by the County and used solely to make required rebates to the United States (except to the extent the same may be transferred to the Revenue Fund) and the Bondholders shall have no right to have the same applied for debt service on the Bonds. For any Series of Bonds for which the rebate requirements of Section 148(f) of the Code are applicable, the County agrees to undertake all actions required of it in its arbitrage certificate relat ing to such Series of Bonds. (A) making a determination in accordance with the Code of the amount required to be deposited in the Rebate Fund; (B) depositing the amount determined in clause (A) above into the Rebate Fund; (C) paying on the dates and in the manner required by the Code to the United States Treasury from the Rebate Fund and any other legally available moneys of the Issuer such amounts as shall be required by the Code to be rebated to the United States Treasury; and (D) keeping such records of the determinations made as shall be required by the Cod e, as well as evidence of the fair market value of any investments purchased with proceeds of the Bonds. The provisions of the above-described arbitrage certificates may be amended without the consent of any Holder, Credit Bank or Insurer from time to time as shall be necessary, in the opinion of Bond Counsel, to comply with the provisions of the Code. Investments Moneys on deposit in the Construction Fund, the Restricted Revenue Account and the Debt Service Fund shall be continuously secured in the manner by which the deposit of public funds are authorized to be secured by the laws of the State. Moneys on deposit in the Construction Fund, the Restricted Revenue Account and the Debt Service Fund, other than the Reserve Account, may be invested and reinvested in Authorized Investments maturing not later than the date on which the moneys therein will be needed for the purposes of such Fund or Account. Moneys on deposit in the Reserve Account may be invested and reinvested in Authorized Investments which mature no later than ten (10) years from the date of investment. All investments shall be valued at market at least annually as of September 30 of each year. Any and all income received by the County from the investment of moneys in the Construction Fund, the Interest Account, the Principal Account, the Bond Amortization Account, the Restricted 25694/007/01369090.DOCv5 15 Revenue Account and the Reserve Account (to the extent such income and the other amounts in the Reserve Account does not exceed the Reserve Account Requirement), shall be retained in such respective Fund or Account. Any and all income received by the County from the investment of moneys in the Reserve Account (only to the extent such income and other amounts in the Reserve Account exceeds the Reserve Account Requirement) shall be deposited in the Interest Account. Nothing contained in the Resolution shall prevent any Authorized Investments acquired as investments of or security for funds held under the Resolution from being issued or held in book -entry form on the books of the Department of the Treasury of the United States. Additional Bonds The County may issue one or more Series of Additional Bonds for any one or more of the following purposes: financing or refinancing the Costs of a Project, or the completion the reof, or refunding any or all Outstanding Bonds or of any Subordinated Indebtedness of the County or any other indebtedness of the County that it may lawfully refund with proceeds of Bonds. No such Additional Bonds shall be issued unless (1) no Event of Default (as specified in the Resolution) shall have occurred and be continuing under the Resolution and (2) the following conditions are complied with: (A) Except as otherwise provided (D) below, there shall have been obtained and filed with the County a certificate of an Authorized Issuer Officer: (1) stating that he or she has examined the books and records of the County relating to the Tourist Development Tax Revenues which have been received by the County; (2) setting forth the amount of the Full TDT Rev enues and the Limited TDT Revenues, if any, received by the County during any twelve (12) consecutive months designated by the County within the twenty-four (24) months immediately preceding the date of delivery of such Additional Bonds with respect to whi ch such statement is made; and (3) stating that (a) the aggregate amount of such Full TDT Revenues received by the County during the aforementioned 12 month period equals at least 2.00 times the Maximum Annual Debt Service on all Bonds then Outstanding and such Additional Bonds with respect to which such statement is made, and (b) if such Additional Bonds are to be secured by Limited TDT Revenues only, the aggregate amount of such Limited TDT Revenues received by the County during the aforementioned 12 mont h period equals at least 2.00 times the Maximum Annual Debt Service on all then Outstanding Bonds that are secured by such Limited TDT Revenues and such Additional Bonds with respect to which such statement is made. Such report may be partially based upon a certification of certain matters related to the calculation of the Maximum Annual Debt Service by the Issuer's Financial Advisor. (B) An Authorized Issuer Officer shall certify in writing that the County is in compliance in all material respects with the provisions of the Tourist Development Tax Ordinance. (C) In the event the County, by Supplemental Resolution, extends the pledge of the Tourist Development Tax Revenues created pursuant to the Resolution to include additional tourist development tax proceeds, then for the purposes of determining whether there are sufficient Tourist Development Tax Revenues to meet the coverage test specified in (A) above, an Authorized issuer Officer may adjust the amount of Tourist Development Tax Revenues which were received during the applicable 12 consecutive month period to take into account the additional tourist development tax proceeds that were or would have been received during the 12 consecutive month period. 25694/007/01369090.DOCv5 16 (D) For the purpose of determining the Debt Service, the interest rate on Additional Bonds that are proposed to be as Variable Rate Bonds shall be deemed to be the Bond Buyer Revenue Bond Index most recently published prior to the sale of such Additional Bonds. (E) For the purpose of determining the Debt Service, the interest rate on Outstanding Variable Rate Bonds (not subject to a Qualified Hedge Agreement) shall be deemed to be (i) if such Variable Rate Bonds have been Outstanding for at least 12 months prior to the date of sale of such Additional Bonds , the highest of (a) the actual rate of interest borne by such Variable Rate Bonds on the date of sale, and (b) the average interest rate borne by such Variable Rate Bonds during the 12 month period preceding the date of sale, or (ii) if such Variable Rate Bonds have not been Outstanding for at least 12 months prior to the date of sale of such Additional Bonds, the higher of (a) the actual rate of interest borne by the Variable Rate Bonds on the date of sale, and (b) the Bond Buyer Revenue Bond Index most recently published prior to the sale of such Additional Bonds. (F) Additional Bonds shall be deemed to have been issued pursuant to the Resolution the same as the Outstanding Bonds, and all of the other covenants and other provisions of the Resolut ion (except as to details of such Additional Bonds inconsistent therewith) shall be for the equal benefit, protection and security of the Holders of all Bonds issued pursuant to the Resolution. Except as otherwise provided in the Resolution, all Bonds, regardless of the time or times of their issuance, shall rank equally with respect to their lien on the Pledged Funds and their sources and security for payment therefrom without preference of any Bonds over any other; provided, however, that the County shall include a provision in any Supplemental Resolution authorizing the issuance of Variable Rate Additional Bonds that in the event the principal thereof is accelerated due to such Bonds being held by the Credit Facility Provider, the lien of any accelerated debt due and owing such Credit Facility Provider on the Pledged Funds shall be subordinate in all respects to the pledge of the Pledged Funds created by the Resolution. (G) In the event any Additional Bonds are issued for the purpose of refunding any Bon ds then Outstanding, the conditions of (A) above shall not apply, provided that the issuance of such Additional Bonds shall result in a reduction of aggregate debt service. The conditions of (A) above shall apply to Additional Bonds issued to refund Subord inated Indebtedness and to Additional Bonds issued for refunding purposes which cannot meet the conditions of this paragraph. DESCRIPTION OF TOURIST DEVELOPMENT TAX REVENUES Pursuant to Section 125.0104(3)(b), Florida Statutes, counties may levy and imp ose a tourist development tax within their boundaries on the exercise of the taxable privilege described in Section 125.0104(3)(a), Florida Statutes. It is the intent of the Florida Legislature that every person who rents, leases or lets for consideration any living quarters or accommodations in any hotel, apartment hotel, motel, resort motel, apartment, apartment motel, roominghouse, mobile home park, recreational vehicle park, condominium, or timeshare resort for a term of six months or less, subject to certain exemptions described in Chapter 212, Florida Statutes, is exercising a taxable privilege. 25694/007/01369090.DOCv5 17 The person receiving the consideration for such rental or lease shall receive, account for, and remit the tax to the County Tax Collector at the time and in the manner provided for persons who collect and remit taxes under Section 212.03(2), Florida Statutes. The same duties and privileges imposed by Chapter 212, Florida Statutes, upon dealers in tangible property, respecting the collection and remission of tax, the making of returns, the keeping of books, records and accounts, and compliance with the rules of the Florida Department of Revenue (the "FDOR") in the administration of said chapter shall apply to and be binding upon all persons who are subject to the provisions of the Tourist Development Tax Ordinance. Collections received by the County Tax Collector, less the costs of administration shall be paid and returned, on a monthly basis to the County for use by the County and shall be placed in the County's Tourist Development Trust Fund in accordance with the County's tourist development plan. The tourist development plan may not be substantially amended except by ordinance enacted by an affirmative vote of a majority plus one additional member of the Bo ard. Any person who is taxable who fails or refuses to charge and collect from the person paying any rental or lease such tourist development taxes, either by himself or through his agents or employees, shall, in addition to being personally liable for th e payment of such taxes, be guilty of a misdemeanor of the first degree, punishable as provided in Sections 775.082 or 775.083, Florida Statutes. Such tourist development taxes shall constitute a lien on the property of the lessee, customer, or tenant in the same manner as, and shall be collectible as are, liens authorized and imposed in Sections 713.67, 713.68 and 713.69, Florida Statutes. The County levies each of the First Cent, the Second Cent, the Third Cent, the Fourth Cent and the Fifth Cent (all as hereinafter defined). The revenues of all such cents are pledged to secure the Bonds, only to the extent permitted by the Act. See "VALIDATION" herein. Pursuant to Section 125.0104(3)(c), Florida Statutes, counties are authorized to levy a tourist development tax at a rate of up to 2% on the exercise of the taxable privilege described above if it was approved by referendum, as required by Section 125.0104(6), Florida Statutes (the "First Cent and Second Cent"). The County has imposed such 2% tourist development tax. Pursuant to Section 125.0104(3)(d), Florida Statutes, counties are authorized to levy an additional tourist development tax at a rate of 1% if there was either extraordinary approval of their respective governing boards, or referendum appr oval (the "Third Cent"), provided the First Cent and the Second Cent had been levied for at least three years prior to the imposition of the Third Cent. The County has imposed such 1% additional tourist development tax. The County must use the First Cent, Second Cent and Third Cent for the following purposes: (a) To acquire, construct, extend, enlarge, remodel, repair, improve, maintain, operate, or promote one or more: (i) publicly owned and operated convention centers, sports stadiums, sports arenas, coliseums, or auditoriums within the boundaries of the County or special taxing district in which the tax is levied, (ii) auditoriums that are publicly owned and open to the public, but operated by an organization that is exempt from federal taxation an d within the boundaries of the County or special taxing district in which the tax is levied, or 25694/007/01369090.DOCv5 18 (iii) aquariums or museums that are publicly owned and operated or owned and operated by nonprofit organizations and open to the public, within the boundaries of the County or special taxing district in which the tax is levied. (b) To promote zoological parks that are publicly owned and operated or owned and operated by not-for-profit organizations and open to the public. (c) To promote and advertise tourism in the State, nationally, and internationally. However, if the tax revenues are expended for an activity, service, venue, or event, the activity, service, venue, or event must have as one of its main purposes the attraction of tourists as evidenced by th e promotion of the activity, service, venue, or event to tourists. (d) To fund convention bureaus, tourist bureaus, tourist information centers, and news bureaus as county agencies or by contract with the chambers of commerce or similar associations in t he county. This may include any indirect administrative costs for services performed by the County on behalf of the promotion agency. (e) To finance beach park facilities or beach improvement, maintenance, renourishment, restoration, and erosion control, including shoreline protection, enhancement, cleanup, or restoration of inland lakes and rivers to which there is public access as those uses relate to the physical preservation of the beach, shorelines, or inland lake or river. However, any funds identif ied by a county as the local matching source for beach renourishment, restoration, or erosion control projects included in the long - range budget plan of the state’s Beach Management Plan, pursuant to Section 161.091, Florida Statutes, or funds contractually obligated by a county in the financial plan for a federally authorized shore protection project may not be used or loaned for any other purpose. In counties of fewer than 100,000 population, up to 10 percent of tourist development tax revenues may be used for beach park facilities. Pursuant to Section 125.0104(3)(l), Florida Statutes, counties are authorized to levy an additional tourist development tax at a rate of 1% if there is approval by a majority vote of such county's governing board (the "Fourth Cent," the proceeds of which are referred to herein as "Fourth Cent Revenues"). The County has imposed such 1% additional tourist development tax. Fourth Cent Revenues may be used to: (a) Pay the debt service on bonds issued to finance the construction, reconstruction, or renovation of a professional sports franchise facility, or the acquisition, construction, reconstruction, or renovation of a retained spring training franchise facility, either publicly owned and operated, or publicly owned and operated by the owner of a professional sports franchise or other lessee with sufficient expertise or financial capability to operate such facility, and to pay the planning and design costs incurred prior to the issuance of such bonds. (b) Pay the debt service on bonds issued to finance the construction, reconstruction, or renovation of a convention center, and to pay the planning and design costs incurred prior to the issuance of such bonds. (c) Pay the operation and maintenance costs of a convention center for a period of up to ten (10) years. Only counties that have elected to levy the tax for the purposes authorized in paragraph (b) above may use the tax for the purposes enumerated in this paragraph. Any county that elects to levy the tax for the purposes authorized in paragraph (b) after July 1, 2000, may use the proceeds of the tax to pay the operation and maintenance costs of a convention center for the life of the bonds. 25694/007/01369090.DOCv5 19 (d) Promote and advertise tourism in the State and nationally and internationally; however, if Fourth Cent Revenues are expended for an activity, service, venue, or event, the activity, service, venue, or event shall have as one of its main purposes the attraction of tourists as evidenced by the promotion of the activity, service, venue, or event to tourists. A county levying the Fourth Cent may not expend any ad valorem revenues for such construction, reconstruction, or renovation. Pursuant to Section 125.0104(3)(n), Florida Statutes, a county which has imposed the Fourth Cent, is authorized to levy an additional tourist development tax at a rate up to 1% if there is a majority plus one vote of the governing board of such county (the "Fifth Cent," the proceeds of which are referred to herein as "Fifth Cent Revenues"). The County has imposed such 1% additional tourist development tax. Fifth Cent Revenues may be used for the following purposes: (a) Pay the debt service on bonds issued to finance: (i) The construction, reconstruction, or renovation of a facility either publicly owned and operated, or publicly owned and operated by the owner of a professional sports franchise or other lessee with sufficient expertise or financial capability to operate such facility, and to pay the planning and design costs incurred prior to the issuance of such bonds for a new professional sports franchise as defined in Section 288.1162, Florida Statutes. (ii) The acquisition, construction, reconstruction, or renovation of a facility either publicly owned and operated, or publicly owned and operated by the owner of a professional sports franchise or other lessee with sufficient expertise or financial capability to operate such facility, and to pay the planning and design costs incurred prior to the issuance of such bonds for a retained spring training franchise. (b) Promote and advertise tourism in the State and nationally and internationally; however, if Fifth Cent Revenues are expended for an activity, service, venue, or event, the activity, service, venue, or event shall have as one of its main purposes the attraction of tourists as evidenced by the promotion of the activity, service, venue, or event to tourists. A county that imposes the Fifth Cent may not expend any ad valorem tax revenues for the acquisition, construction, reconstruction, or renovatio n of a facility for which such Fifth Cent Revenues are used pursuant to subparagraph (a). Pursuant to Section 125.0104(3)(f) and the Tourist Development Tax Ordinance, the tourist development tax shall be charged by the person receiving the consideration for the lease or rental, it shall be collected from the lessee, tenant, or customer at the time of payment of the consideration for such lease or rental, and it becomes County funds at the moment of collection. The tax shall not apply to any person who has entered into a bona fide written lease for longer than six (6) months in duration for continuous residence at any one (1) hotel, motel, apartment house, multiple unit structure (e.g., duplex, triplex, quadraplex, condominium), rooming house, tourist, or mobile home court, single-family dwelling, garage apartment, beach house or cottage, cooperatively owned apartment, condominium unit parcel, or mobile home. In determining whether a lease agreement is bona fide, the county will examine pertinent factors, including, but not limited to, the following: whether the amount of rent provided for the lease is 25694/007/01369090.DOCv5 20 comparable to prevailing market rental rates, and whether the tenant occupied the premises for the entire term of the lease. The County Tax Collector takes on this responsibility within the County. Pursuant to the County's Tourist Development Tax Ordinance, the Tourist Development Tax Revenues received by the County shall be used to fund the County’s Tourist Development Plan in accordance with the following: (a) The Board may utilize Tourist Development Tax Revenues for all expenditures authorized by law, and may specifically utilize Fund 195 (TDT Beach Renourishment Fund) to fund pass and inlet maintenance, and all funding allocations of Tourist Developmen t Tax Revenues must be conducted in compliance with Section 125.0104, Florida Statutes. (b) The Board may utilize a portion of Tourist Development Tax Revenues to pay for authorized administrative costs. (i) Tourism promotion administrative costs shall not exceed 32% of the total amount collected each fiscal year for Destination Promotion revenue. This amount may be amended upwardly or downwardly each budget year provided that the amount of the budget does not exceed 32% of the total revenue for Destinat ion Promotion. (ii) Project Management, Indirect Overhead, and Program Administration in support of Fund 195 (TDT Beach Renourishment Fund) and Fund 183 (TDT Beach Park Facilities Fund) shall not exceed 15% of revenue for Beaches. This amount may be amended upwardly or downwardly each budget year provided that the amount of the budget does not exceed 15% of the total revenue for Beaches. (c) Tourist Development Tax Revenues may be pledged to secure and liquidate revenue bonds in accordance with the provi sions of Section 125.0104, Florida Statutes. Such revenue bonds and revenue refunding bonds may be authorized and issued in such principal amounts, with such interest rates and maturity dates, and subject to such other terms, conditions and covenants as t he Board shall provide. This paragraph shall be full and complete authority for accomplishing such purposes, but such authority shall be supplemental and additional to, and not in derogation of, any powers now existing or later conferred under law. (d) In the event bonds are issued by the County for any of the purposes enumerated by the Tourist Development Plan, the amount of Tourist Development Tax Revenues used to pay debt service on such bonds may exceed the percentages provided for the purpose for whic h such bonds were issued; provided, however, the maximum annual debt service on such bonds, together with any other obligations of the County which were issued to finance improvements for the same purpose and which are secured by Tourist Development Tax Re venues, must not exceed the stated percentage of Tourist Development Tax Revenues provided in the Tourist Development Plan for such purposes, as calculated as of the date of sale of such bonds. For purposes of performing the calculations described in this paragraph, the amount of Tourist Development Tax Revenues shall be assumed to be the amount provided as such in the County's immediately preceding annual audit, plus, if the levy of such tax was imposed or increased subsequent to the beginning of the perio d which was audited, an amount equal to the estimate by the County Manager of the moneys the County would have received 25694/007/01369090.DOCv5 21 if the tax imposition or increase had been in effect during the entire audit period. At or prior to the issuance of bonds the County Man ager shall provide a certificate as to the findings required in this paragraph, which certificate shall be conclusive as to all matters provided herein. The County’s current tourist development plan provides for the following distributions of TDT Revenues: Category Description Distribution of First through Third Cent Distribution of Fourth Cent Distribution of Fifth Cent Overall Distribution Beaches Beach Park Facilities 5.968% 0% 0% 3.58% Beaches Beach Renourishment, Pass and Inlet Maintenance 64.961 0 0 38.98 Total Beaches 70.929% 0% 0% 42.56% Promotion Destination and Promotion Administration 13.086 100 28.571 33.57 Promotion Amateur Sports Complex/Debt 0 0 71.429 14.28 Total Promotion 13.086% 100% 100% 47.85% Museums County Museums 12.809 0 0 7.68 Museums Non-County Museums 3.176 0 0 1.91 Total Museums 15.985% 0% 0% 9.59% Notwithstanding the amateur sports allocation described in the table above, in the event the amounts derived from such allocation are insufficient to pay debt service on the Series 2018 Bonds or any Additional Bonds hereafter issued, the County can and will, pursuant to the terms of the Tourist Development Tax Ordinance and the Bond Resolution, use other TDT Revenues to pay debt service as outlined in paragraph (d) above. The County Tax Collector shall be responsible for the collection and administration of the tourist development tax. Collections received by the Tax Collector shall be placed in the County Tourist Development Trust Fund. The amount of administrative costs retained by the Tax Collector shall be negotiated annually, but shall not exceed three percent of the tourist development tax collected. The remainder of the tax collected shall be submitted to the County on a monthly basis. If the Tax Collector 25694/007/01369090.DOCv5 22 retains less than three percent of the tax collected for administrative costs, the County may retain an amount up to three percent for administrative costs provided the aggregate amount retained by the County and the tax collector does not exceed three percent of the tax collected. All tourist development taxes collected pursuant to the Tourist Development Tax Ordinance are remitted to the Tax Collector. In addition to criminal sanctions, the Tax Collector is empowered and it is his or her duty, when any tourist development tax becomes delinquent or is otherwise in jeopardy under the Tourist Development Tax Ordinance, to issue a warrant for the full amount of the tax due or estimated to be due, with the interest, penalties, and cost of collection, directed to all and singular the sheriffs of the State, and must record the warrant in the public records of the County, and the amount of the warrant becomes a lien of any real or personal property of the taxpayer in the same manner as a recorded judgment. The Tax Collector may issue a tax execution to enforce the collection of tourist development taxes imposed and deliver it to the Sheriff. The Sheriff shall thereupon proceed in the same manner as prescribed by law for executions and shall be entitled to the same fees for his services in executing the warrant to be collected. The Tax Collector may also have a writ of garnishment issued regarding any goods, money, chattels, or effects of the delinquent dealer which are in the hands, possession, or control of a third person based on an indebtedness owed to the delinquent dealer by the third person, to enforce collection of the taxes in the manner provided by law. Upon payment of the execution, warrant, judgment, or garnishment, the tax collector shall satisfy the lien of record within 30 days. The following table sets forth the prior five-years of collections of Tourist Development Tax Revenues in the County. Statement of Historical Tourist Development Tax Revenues Fiscal Year Ended September 30 Tourist Development Tax Revenues Annual Percentage Increase 2013 $16,183,377 -- 2014 19,136,960 18.3% 2015 21,188,190 10.7 2016 21,838,332 3.0 2017 21,961,389 0.6 Source: Collier County Clerk of Courts Finance Department. Unaudited collections of Tourist Development Tax Revenues for the eight months ended May 31, 2018 equal $22,504,253, which represents a 27.5% increase/decrease as compared to Tourist Development Tax Revenues which were received by the County for the same eight months in the previous fiscal year. This increase is due, in part, to the enactment of Ordinance 2017 -35 in which the County approved the collection of the Fifth Cent which was effective as of September 1, 2017. The total amount of Tourist Development Tax Revenues collected within the County is subject to increase or decrease on account of events, including but not limited to (i) legislative changes resulting in an increase or decrease in the base upon which tourist development taxes are levied, (ii) potential impacts on tourism resulting from slow economic recovery in Florida and nationwide, and (iii) changes in the 25694/007/01369090.DOCv5 23 rental rates, volume and usage of those living quarters and accommodations subject to the levy of tourist development taxes, which is affected by changes in touris t and convention destinations and economic conditions. PRO-FORMA DEBT SERVICE COVERAGE The following table shows estimated pro-forma debt service coverage for the Series 2018 Bonds. Historical Tourist Development Tax Revenues and Pro Forma Debt Service Coverage(1) Fiscal Year Ended September 30 2013 2014 2015 2016 2017 Tourist Development Tax Revenues(2) $16,183,377 $19,136,960 $21,188,190 $421,838,332 $21,961,389 Maximum Annual Debt Service(3) 3,750,000 3,750,000 3,750,000 3,750,000 3,750,000 Pro Forma Debt Service Coverage 432% 510% 565% 582% 586% (1) Unaudited. (2) There is no assurance that historical Tourist Development Tax Revenues collected within the County are indicative of Tourist Development Tax Revenues expected to be received by the County in future years. The total amount of Tourist Development Tax Revenues collected within the County is subject to increase or decrease due to a number of factors as further described in "DESCRIPTION OF TOURIST DEVELOPMENT TAX REVENUES" herein. (3) Maximum Annual Debt Service, for this purpose, is shown in the period it accrues rather than the period in which it is paid and includes the maximum annual debt service on the Series 2018 Bonds based upon plan of finance limiting debt service for the 2018 B onds to such amount in any year. The actual annual debt service will be included in the final Official Statement. See "DEBT SERVICE SCHEDULE" herein for more information regarding actual debt service on the Series 2018 Bonds. Source: Collier County Clerk of Courts Finance Department. [Remainder of page intentionally left blank] 25694/007/01369090.DOCv5 24 ESTIMATED SOURCES AND USES OF FUNDS The following sets forth the estimated sources and uses of the Series 2018 Bond proceeds: SOURCES OF FUNDS Proceeds of Series 2018 Bonds $ Plus/Less Net Original Issuance Premium TOTAL SOURCES OF FUNDS $ USES OF FUNDS Deposit to Series 2018 Project Account in Construction Fund $ Costs of Issuance(1) TOTAL USES OF FUNDS $ (1) Includes Underwriters' discount, legal and financial advisory fees, printing costs, rating agency fees, and other miscellaneous expenses. [Remainder of page intentionally left blank] 25694/007/01369090.DOCv5 25 DEBT SERVICE SCHEDULE The table below sets forth the annual debt service requirements with respect to the Series 2018 Bonds. Bond Year Ending October 1 Principal Interest Debt Service TOTAL 25694/007/01369090.DOCv5 26 COLLIER COUNTY GOVERNMENT The County was established in 1923 by the Legislature of the State from portions of Lee and Monroe Counties. Its territorial limits, as they presently exist, contain approximately 2,026 square miles. In terms of land area, it is the largest county in the State. The County is located on the southwest coast of the Florida peninsula directly west of the Miami -Fort Lauderdale area. In 2017, the County had an estimated population of 360,846. Principal industries within the County i nclude wholesale and retail trade, tourism, medical services, agriculture, forestry, fishing, cattle ranching and construction. Additional general information with respect to the County is set forth in "APPENDIX A – General Information Regarding Collier County, Florida" attached hereto. INVESTMENT POLICY The moneys held in the funds and accounts under the Resolution may only be invested in Authorized Investments (as defined in the Resolution). The investment of surplus funds is currently governed by the provisions of the County's Investment Policy, established by the Board under Section 218, Florida Statutes. The policy authorizes investment of surplus public funds in the permitted investments described in Section 218.415, Florida Statutes. Pursuant to a Board resolution, the Clerk of the Circuit Court and Comptroller of Collier County and Clerk to the District (the "Clerk") administers to the investment policy for investment of such surplus funds. The investment policy establishes guidelines as to the type, maturity, composition and risk relating to the County's investment portfolio. Permitted investments pursuant to such investment policy include the following: 1. U.S. Treasury & Government Guaranteed - U.S. Treasury obligations, and obligations the principal and interest of which are backed or guaranteed by the full faith and credit of the U S. Government. 2. Federal Agency/GSE - Debt obligations, participations or other instruments issued or fully guaranteed by any U.S. Federal agency, instrumentality or government-sponsored enterprise (GSE). 3. Corporates — U.S. dollar denominated corporate notes, bonds or other debt obligations issued or guaranteed by a domestic corporation, financial institution, non-profit, or other entity. 4. Municipals — Obligations, including both taxable and tax-exempt. issued or guaranteed by any State, territory or possession of the United States, political subdivision, public corporation, authority, agency board, instrumentality or other unit of local government of any State or territory. 5. Agency Mortgage Backed Securities - Mortgage-backed securities (MBS), backed by residential, multi-family or commercial mortgages, that are issued or fully guaranteed as to principal and interest by a U.S. Federal agency or governm ent sponsored enterprise, 25694/007/01369090.DOCv5 27 including but not limited to pass-throughs, collateralized mortgage obligations (CMOs) and REMICs. 6. Non-Negotiable Certificate of Deposits - Non-negotiable interest bearing time certificates of deposit, or savings accounts in banks organized under the laws of this state or in national banks organized under the laws of the United States and doing business in this state, provided that any such deposits are secured by the Florida Security for Public Deposits Act, Chapter 280, Florida Statutes. 7. Depository Bank Account Now accounts in banks organized under the laws of this state or in national banks organized under the laws of the United States and doing business in this state, provided that any such deposits are secured by the Fl orida Security for Public Deposits Act, Chapter 280, Florida Statutes. 8. Commercial Paper — U.S. dollar denominated commercial paper issued or guaranteed by a domestic corporation, company, financial institution, trust or other entity, including both unsecured debt and asset-backed programs. 9. Repurchase Agreements - Repurchase agreements (Repo or RP) that meet the following requirements: a. Must be governed by a written SIFMA Master Repurchase Agreement which specifies securities eligible for purchase and resale, and which provides the unconditional right to liquidate the underlying securities should the Counterparty default or fail to provide full timely repayment. b. Counterparty must be a Federal Reserve Bank, a Primary Dealer as designated by the Federal Reserve Bank of New York, or a nationally chartered commercial bank. c. Securities underlying repurchase agreements must be delivered to a third party custodian under a written custodial agreement and may be of deliverable or tri - party form. Securities must be held in the County's custodial account or in a separate account in the name of the County. d. Acceptable underlying securities include only securities that are direct obligations of, or that are fully guaranteed by, the United States or any agency of the United States, or U.S. Agency-backed mortgage related securities. e. Underlying securities must have an aggregate current market value of at least 102% (or 100% if the counterparty is a Federal Reserve Bank) of the purchase price plus current accrued price differential at the close of each business day. f. Final term of the agreement must be 1 year or less. 10. Money Market Funds - Shares in open-end and no-load money market mutual funds provided such funds are registered under the Investment Company Act of 1940 and operate in accordance with Rule 2a-7. 11. Fixed-Income Mutual Funds - Shares in open-end and no-load fixed-income mutual funds whose underlying investments would be permitted for purchase under this policy and all its restrictions 25694/007/01369090.DOCv5 28 12. Local Government Investment Pools — State, local government or privately-sponsored investment pools that are authorized pursuant to state law 13. The Florida Local Government Surplus Funds Trust Funds ("Florida Prime"). General Investment and Portfolio Limits 1. General investment limitations: a Investments must be denominated in U S dollars and issued for legal sate in U.S. markets. b. Minimum ratings are based on the highest rating by any one Nationally Recognized Statistical Ratings Organization ("NRSRO"), unless otherwise specified. c. All limits and rating requirements apply at time of purchase . d. Should a security fall below the minimum credit rating requirement for purchase, the Clerk will notify the Board e The maximum maturity (or average life for MBS/ABS) of any Investment is 5 years. Maturity and average life are measured from settlement date. The final maturity date can be based on any mandatory call, put, pre-refunding date, or other mandatory redemption date. 2. General portfolio limitations: a. The maximum effective duration of the aggregate portfolio is 3 years. 3. Investment in the following are permitted, provided they meet all other policy requirements: a. Callable, step-up callable, called, pre-refunded puttable and extendable securities. as long as the effective final maturity meets the maturity limits for the sector. b. Variable-rate and floating-rate securities. c. Subordinated secured and covered debt, if it meets the ratings requirements for the sector. d. Zero coupon issues and strips, excluding agency mortgage-backed Interest-only structures (I/Os). e. Treasury TIPS 4. The following are NOT PERMITTED investments, unless specifically authorized by statute and with prior approval of the governing body: a. Trading for speculation. b. Derivatives (other than callables and traditional floating or variable -rate instruments). c. Mortgage-backed interest-only structures (I/Os). d. Inverse or leveraged floating-rate and variable-rate instruments. e. Currency, equity, index and event-linked notes (e.g. range notes), or other structures that could return less than par at maturity. 25694/007/01369090.DOCv5 29 f. Private placements and direct loans, except as may be legally permitted by Rule 144A or commercial paper issued under a 4(2) exemption from registration. g. Convertible, high yield, and non-U.S. dollar denominated debt. h. Short sales. i. Use of leverage. j. Futures and options. k. Mutual funds, other than fixed-income mutual funds and ETFs, and money market funds. l. Equities, commodities, currencies and hard assets. Any and all exceptions to the investment policy require a vote of the majority of Board. Furthermore, the Board may revise the aforementioned investment policy from time to time. VALIDATION On October 20, 2017, the Circuit Court of the Twentieth Judicial Circuit in and for Collier County, Florida entered a final judgment validating the Series 2018 Bonds. No appeal was taken with respect to such final judgment. LITIGATION There is no pending or, to the knowledge of the County, any threatened litigation against the County of any nature whatsoever which in any way questions or affects the validity of the Series 2018 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the adoption of the Resolution, or the pledge of the Pledged Funds. Neither the creation, organization or existence, nor the title of the present members of the Board, or other officers of the County is being contested. The County experiences other claims, litigation, and various legal proceedings which, individually are not expected to have a material adverse effect on the operations or financial condition of the County, but may, in the aggregate, have a material impact thereon. In the opinion of the County Attorney, however, the County will either successfully defend such actions or otherwise resolve such matters without any material adverse consequences on the financial condition of the County. ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Series 2018 Bonds upon an event of default under the Resolution are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and st atutory law and judicial decisions, including specifically the federal bankruptcy code, the remedies specified by the Resolution and the Series 201 8 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurren tly with the delivery of the Series 2018 Bonds, including Bond Counsel's approving opinion, will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. See "APPENDIX C – Composite of the Resolution" attached hereto for a description of events of default and remedies. 25694/007/01369090.DOCv5 30 TAX EXEMPTION Opinion of Bond Counsel In the opinion of Bond Counsel, the form of which is included as APPENDIX D hereto, the interest on the Series 2018 Bonds is excludable from gross income of the owners thereof for federal income tax purposes and is not an item of tax preference for purpo ses of the federal alternative minimum tax under existing statutes, regulations, rulings and court decisions. However, it should be noted that solely for taxable years beginning before January 1, 2018, such interest is taken into account in determining adjusted current earnings of certain corporations for the purpose of computing the alternative minimum tax on such corporations. Failure by the County to comply subsequently to the issuance of the Series 2018 Bonds with certain requirements of the Internal Revenue Code of 1986, as amended (the "Code"), including but not limited to requirements regarding the use, expenditure and investment of Series 2018 Bond proceeds and the timely payment of certain investment earnings to the Treasury of the United States, may cause interest on the Series 2018 Bonds to become includable in gross income for federal income tax purposes retroactive to their date of issuance. The County has covenanted in the Resolution to comply with all provisions of the Code necessary to, amo ng other things, maintain the exclusion from gross income of interest on the Series 2018 Bonds for purposes of federal income taxation. In rendering its opinion, Bond Counsel has assumed continuing compliance with such covenants. Internal Revenue Code of 1986 The Code contains a number of provisions that apply to the Series 2018 Bonds, including, among other things, restrictions relating to the use or investment of the proceeds of the Series 2018 Bonds and the payment of certain arbitrage earnings in excess of the "yield" on the Series 2018 Bonds to the Treasury of the United States. Noncompliance with such provisions may result in interest on the Series 2018 Bonds being included in gross income for federal income tax purposes retroactive to their date of issuance. Collateral Tax Consequences Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of, the Series 2018 Bonds. Prospective purchasers of the Series 2018 Bonds should be aware that the ownership of the Series 2018 Bonds may result in other collateral federal tax consequences. For example, ownership of the Series 2018 Bonds may result in collateral tax cons equences to various types of corporations relating to (1) denial of interest deduction to purchase or carry such Series 2018 Bonds, (2) the branch profits tax, and (3) the inclusion of interest on the Series 2018 Bonds in passive income for certain Subchapter S corporations. In addition, the interest on the Series 2018 Bonds may be included in gross income by recipients of certain Social Security and Railroad Retirement benefits. PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2018 BONDS AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDHOLDERS, INCLUDING, BUT NOT LIMITED TO, THE CONSEQUENCES DESCRIBED ABOVE. PROSPECTIVE SERIES 2018 25694/007/01369090.DOCv5 31 BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD. Other Tax Matters Interest on the Series 2018 Bonds may be subject to state or local income taxation under applicable state or local laws in other jurisdictions. Purchasers of the Series 2018 Bonds sh ould consult their own tax advisors as to the income tax status of interest on the Series 2018 Bonds in their particular state or local jurisdictions. During prior years, legislative proposals have been introduced in Congress, and in some cases enacted, that altered certain federal tax consequences resulting from the ownership of obligations that are similar to the Series 2018 Bonds. In some cases these proposals have contained provisions that altered these consequences on a retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations similar to the Series 2018 Bonds. From time to time, legislative proposals are pending which could have an effect on both the federal tax consequences resulting from owner ship of the Series 2018 Bonds and their market value. No assurance can be given that additional legislative proposals will not be introduced or enacted that would or might apply to, or have an adverse effect upon, the Series 2018 Bonds. Original Issue Discount Certain of the Series 2018 Bonds (the "Discount Bonds") are being offered and sold to the public at an original issue discount, which is the excess of the principal amount of the Discount Bonds over the initial offering price to the public, excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers, at which price a substantial amount of the Discount Bonds of the same maturity was sold. Original issue discount represents interest which i s excluded from gross income for federal income tax purposes to the same extent as interest on the Series 2018 Bonds. Original issue discount will accrue over the term of a Discount Bond at a constant interest rate compounded semi-annually. An initial purchaser who acquires a Discount Bond at the initial offering price thereof to the public will be treated as receiving an amount of interest excludable from gross income for federal income tax purposes equal to the original issue discount accruing during th e period he holds such Discount Bonds and will increase its adjusted basis in such Discount Bonds by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or other disposition of such Discount Bonds. The federal income tax consequences of the purchase, ownership and prepayment, sale or other disposition of Discount Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those above. Owners of Discount Bonds should consult their own tax advisors with respect to the precise determination for federal income tax purposes of interest accrued upon sale, prepayment or other disposition of such Discount Bonds and with respect to the state and local tax consequences of owning and disposing of such Discount Bonds. Bond Premium Certain of the Series 2018 Bonds (the "Premium Bonds") are being offered and sold to the public at an amortizable bond premium, which is the excess of the initial offering price to the public, excluding bond houses, brokers or similar persons or organizations acting in the capacity of the underwriters or wholesalers over the principal amount of such Premium Bond, at which price a substantial amount of such Premium Bonds of the same maturity was sold. Such amortizable bond premium is not deductible 25694/007/01369090.DOCv5 32 from gross income for Federal income tax purposes. The amount of amortizable bond premium for a taxable year is determined actuarially on a constant interest rate basis over the term of each Premium Bond (or in the case of certain Premium Bonds callable prior to maturity, the amortization period and yield must be determined on the basis of the earliest call date that results in the lowest yield on the Premium Bond). For purposes of determining gain or loss on the sale or other disposition of a Premium Bond, an initial purchaser who acquires such obligation in the initial offering to the public at the initial offering price is required to decrease such purchaser's adjusted basi s in such Premium Bond annually by the amount of amortizable bond premium for the taxable year. The amortization of bond premium may be taken into account as a reduction in the amount of tax-exempt income for purposes of determining various other tax consequences of owning such Premium Bonds. The federal income tax consequences of the purchase, ownership and sale or other disposition of Premium Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those described above. Owners of the Premium Bonds are advised that they should consult with their own advisors with respect to the state and local tax consequences of owning such Premium Bonds. AUDITED FINANCIAL STATEMENTS The general purpose financial statements of the County for the fiscal year ending September 30, 2017 of Clifton Larson Allen LLP, Naples, Florida (the "Auditor") are included in "APPENDIX B – Collier County Comprehensive Annual Financial Report For Fiscal Year Ended September 30, 2017" hereto. Such statements speak only as of September 30, 2017. The consent of the County's auditor to include in this Official Statement the aforementioned report was not requested, and such report of the County is provided only as publicly available documents. The auditor was not requested nor did they perform any procedures with respect to the preparation of this Official Statement or the information presented herein. The County expects the Comprehensive Annual Financial Report for the fiscal year ended September 30, 2017 to be available prior to the delivery of the Series 2018 Bonds, to be included in a supplement to this Official Statement. The Series 2018 Bonds are payable solely from Pledged Funds in the manner and to t he extent as described in the Resolution and herein and are not otherwise secured by, or payable from, the general revenues of the District. See "SECURITY FOR THE BONDS" herein. Such Comprehensive Annual Financial Report is presented for general information purposes only. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Pursuant to Section 517.051, Florida Statutes, as amended, no person may directly or indirectly offer or sell securities of the County except by an offering circular containing full and fair disclosure of all defaults as to principal or interest on its obligations since December 31, 1975, as provided by rule of the Office of Financial Regulation within the Florida Financial Services Commission (the "FFSC"). Pursuant to administrative rulemaking, the FFSC has required the disclosure of the amounts and types of defaults, any legal proceedings resulting from such defaults, whether a trustee or receiver has been appointed over the assets of the County, and certain additional financial in formation, unless the County believes in good faith that such information would not be considered material by a reasonable investor. The County is not and has not been in default on any bond issued since December 31, 1975 that would be considered material by a reasonable investor. 25694/007/01369090.DOCv5 33 The County has not undertaken an independent review or investigation of securities for which it has served as conduit issuer. The County does not believe that any information about any default on such securities is appropriate and would be considered material by a reasonable investor in the Series 2018 Bonds because the County would not have been obligated to pay the debt service on any such securities except from payments made to it by the private companies on whose behalf suc h securities were issued and no funds of the County would have been pledged or used to pay such securities or the interest thereon. RATINGS Moody's Investors Service, Inc. and Fitch Ratings, Inc. have assigned underlying ratings of "___" and "___," respectively, to the Series 2018 Bonds. Such rating agencies may have obtained and considered information and material which have not been included has not been included in this Official Statement. Generally, the rating agencies base their ratings on information and material so furnished and on investigations, studies and assumptions made by them. The ratings reflect only the views of said rating agencies and an explanation of the ratings may be obtained only from said rating agencies. There is no assurance that such ratings will continue for any given period of time or that they will not be lowered or withdrawn entirely by the rating agencies, or any of them, if in their judgment, circumstances so warrant. A downward change in or withdrawal of any of such ratings, may have an adverse effect on the market price of the Series 2018 Bonds. Securities rating is not a recommendation to buy, sell or hold securities. The Underwriters and the County have undertaken no responsibility after issuance of the Series 2018 Bonds to assure the maintenance of the rating or to oppose any such revision or withdrawal. An explanation of the significance of the ratings can be received from the rating agencies, at the following addresses: Fitch Ratings, Inc., One State Street Plaza, New York, New York 10004 and Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007. LEGAL MATTERS Certain legal matters in connection with the issuance of the Series 2018 Bonds are subject to an approving legal opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, whose approving opinion (a form of which is attached hereto as "APPENDIX D – Form of Bond Counsel Opinion") will be available at the time of delivery of the Series 2018 Bonds. The actual legal o pinion to be delivered by Bond Counsel may vary from that text if necessary to reflect facts and law on the date of delivery. Such opinion will speak only as of its date, and subsequent distribution of it by recirculation of this Official Statement or otherwise shall create no implication that Bond Counsel has reviewed or expresses any opinion concerning any of the matters referenced in the opinion subsequent to its date. Bond Counsel has not been engaged to, nor has it undertaken to, review (1) the accuracy, completeness or sufficiency of this Official Statement or any other offering material relating to the Series 2018 Bonds; provided, however, that Bond Counsel will render an opinion to the Underwriter of the Series 2018 Bonds (upon which opinion only the Underwriter may rely) relating to the fairness of the presentation of certain statements contained herein under the heading "TAX EXEMPTION" and certain statements which summarize provisions of the Resolution, the Series 2018 Bonds, and federal tax law, and (2) the compliance with any federal or state law with regard to the sale or distribution of the Series 2018 Bonds. 25694/007/01369090.DOCv5 34 Certain legal matters will be passed upon by Jeffrey A. Klatzkow, Esq., County Attorney, and by Bryant Miller Olive P.A., Tampa, Florida, Disclosure Counsel to the County. FINANCIAL ADVISOR PFM Financial Advisors LLC, Coral Gables, Florida, is serving as Financial Advisor to the County with respect to the issuance and sale of the Series 2018 Bonds. The Financial Advisor assisted in the preparation of the Official Statement and in other matters relating to the planning, structuring and issuance of the Series 2018 Bonds and provided other advice. The Financial Advisor will not engage in any underwriting activities with regard to the issuance and sale of the Series 2018 Bonds. The Financial Advisor is not obligated to undertake and has not undertaken to make an independent verification or to assume responsibility for the accuracy, completeness or fairness of the information contained in th is Official Statement and are not obligated to review or ensure compliance with continuing disclosure undertakings. PFM Financial Advisors LLC is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal or other public securities. UNDERWRITING _____________________________ and ___________________ (collectively, the "Underwriters") have agreed to purchase the Series 2018 Bonds at an aggregate purchase price of $____________, which includes net original issue [premium/discount] of $___________ and an Underwriters' discount of $__________. The Underwriters' obligations are subject to certain conditions precedent described in a bond purchase agreement with the County, and the Underwriters will be obl igated to purchase all of the Series 2018 Bonds if any Series 2018 Bonds are purchased. The Series 2018 Bonds may be offered and sold to certain dealers (including dealers depositing such Series 2018 Bonds into investment trusts) at prices lower than such public offering prices, and such public offering prices may be changed, from time to time, by the Underwriters. The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage services. Certain of the Underwriters and their respective affiliates have, from time to time, performed, a nd may in the future perform, various financial advisory and investment banking services for the County, for which they received or will receive customary fees and expenses. In the ordinary course of their various business activities, the Underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities, which may include credit default swaps) and financial instruments (including bank loans) for their o wn account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the County. The Underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in 25694/007/01369090.DOCv5 35 respect of such assets, securities or instruments and may at any time hold, or rec ommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments. CONTINUING DISCLOSURE The County has covenanted for the benefit of the Series 2018 Bondholders to provide certain financial information and operating data relating to the County and the Series 2018 Bonds in each year, and to provide notices of the occurrence of certain enumerated material events. The County has agreed to file annual financial information and operating data and the audited financial statements with each entity authorized and approved by the Securities and Exchange Commission (the "SEC") to act as a repository (each a "Repository") for purposes of complying with Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934 (the "Rule"). Effective July 1, 2009, the sole Repository is the Municipal Securities Rulemaking Board ("MSRB"). The County has agreed to file notices of certain enumerated material events, when and if they occur, with the Repository. The specific nature of the financial information, operating data, and of the type of events which trigger a disclosure obligation, and other details of the undertaking are described in "APPENDIX E - Form of Continuing Disclosure Certificate" attached hereto. The Continuing Disclosure Certificate shall be executed by the County prior to the issuance of the Series 2018 Bonds. These covenants have been made in order to assist the Underwriter in complying with the continuing disclosure requirements of the Rule. With respect to the Series 2018 Bonds, no party, other than the County, is obligated to provide, nor is expected to provide, any continuing disclosure information with respect to the Rule. The County fully anticipate satisfying all future disclosure obligations required pursuant to the Rule. The County has entered into a contract with Digital Assurance Certification, LLC to provide continuing disclosure dissemination agent services for all of its outstanding bond issues. Further, in order to demonstrate its continued commitment to continuing disclosure best practices, the County has included disclosure of several non-material instances of late filings in this Official Statement in the interest of being transparent. All relate to bond insurer ratings upg rades and/or downgrades. The bond insurer upgrades and/or downgrades occurred on the following dates: March 18, 2014 and May 21, 2014. All such bond insurer rating changes filings have since been made as it relates to bond issues that remain outstanding as of the date hereof. The underlying ratings upgrade of the Water and Sewer Revenue Bonds, Series 2006 on June 4, 2014 by Fitch was filed promptly as required by the related continuing disclosure undertaking, but not within 10 business days. It was fil ed 3 business days late on June 23, 2014. In summary, the County does not believe that the disclosures described in this paragraph to be material in complying with any prior agreements to provide continuing disclosure information pursuant to the Rule. 25694/007/01369090.DOCv5 36 CONTINGENT FEES The County has retained Bond Counsel, Disclosure Counsel, and the Financial Advisor with respect to the authorization, sale, execution and delivery of the Series 2018 Bonds. Payment of the fees of such professionals and an underwriting discount to the Underwriters (including the fees of their counsel) to be paid by the County are each contingent upon the issuance of the Series 2018 Bonds. ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT The references, excerpts, and summaries of all documents, statutes, and information concerning the County and certain reports and statistical data referred to herein do not purport to be complete, comprehensive and definitive and each such summary and reference is qualified in its entirety by reference to each such document for full and complete statements of all matters of fact relating to the Series 2018 Bonds, the security for the payment of the Series 2018 Bonds and the rights and obligations of the owners thereof and to each such statute, report or instrument. Copies of such documents may be obtained from either the office of the Crystal K. Kinzel*, Clerk of the Circuit Court and Comptroller of Collier County, Collier County Courthouse Annex, 3315 Tamiami Trail East, 2nd Floor, Board Minutes and Records Department, Naples, Florida 34112-5324, phone (239) 252-2646 or the County's Financial Advisor, PFM Financial Advisors LLC, 255 Alhambra Circle, Suite 404, Coral Gables, Florida 33134. Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Neither this Official Statement nor any statement that may have been made verbally or in writing is to be construed as a contract with the owners of the Series 2018 Bonds. The appendices attached hereto are integral parts of this Official Statement and must be read in their entirety together with all foregoing statements. [Remainder of page intentionally left blank] _______________ * Crystal K. Kinzel was appointed as Clerk of Courts by Governor Rick Scott in June 2018 following the death of the former Clerk of Courts. She will serve as Clerk of Courts until November 13, 2018, a week after the general election pursuant to which a new Clerk of Courts will be elected. 25694/007/01369090.DOCv5 37 AUTHORIZATION OF OFFICIAL STATEMENT The execution and delivery of this Official Statement has been duly authorized and approved by the County. At the time of delivery of the Series 2018 Bonds, the County will furnish a certificate to the effect that nothing has come to their attention which would lead it to believe that the Official Statement (other than information herein related to DTC, the book -entry only system of registration and the information contained under the caption "TAX EXEMPTION" and as to which no opinion shall be expressed), as of its date and as of the date of delivery of the Series 201 8 Bonds, contains an untrue statement of a material fact or omits to state a material fact which sho uld be included therein for the purposes for which the Official Statement is intended to be used, or which is necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. COLLIER COUNTY, FLORIDA By: Chairman, Board of County Commissioners of Collier County, Florida Approved as to form and legal sufficiency: By: County Attorney 25694/007/01369090.DOCv5 APPENDIX A GENERAL INFORMATION REGARDING COLLIER COUNTY, FLORIDA 25694/007/01369090.DOCv5 A-1 GENERAL INFORMATION REGARDING COLLIER COUNTY, FLORIDA The following information concerning Collier County, Florida (the "County") has been supplied by the County and is included only for purposes of supplying general information regarding the County. General Information The County was established in 1923 by the Legislature of the State of Florida (the "State") from portions of Lee and Monroe Counties. Its territorial limits, as they presently exist, contain approximately 2,026 square miles. In terms of land area, it is the largest county in the State. The County is located on the southwest coast of the Florida peninsula directly west of the Miami -Fort Lauderdale area. In 2017, the County had an estimated population of 360,846. Principal industries within the County includ e wholesale and retail trade, tourism, medical services, agriculture, forestry, fishing, cattle ranching and construction. Board of County Commissioners The Board of County Commissioners (the "Board") is the principal legislative and governing body of the County. The Board consists of five County Commissioners; one from each of the five districts elected for terms of four years. All of the County Commissioners are residents of the County. The current members of the Board and their expiration of terms o f office are: Commissioner Office Term Expires Andy Solis Chairman November, 2018 William L. McDaniel, Jr. Vice Chairman November, 2020 Donna Fiala Commissioner November, 2020 Burt L. Saunders Commissioner November, 2020 Penny Taylor Commissioner November, 2018 County Manager The chief administrative official of the County is the County Manager. This official is directly responsible to the Board for administration and operation of four administrative divisions under the Board and for execution of all Board policies. The County Manager directs the administrative divisions for Growth Management, Public Services, Public Utilities, and Administrative Services. The County Manager is also responsible to the Board for the preparation of budgets and for the control of expenditures of departments under his supervision throughout the budget year. Budget Process The County Manager's Director of Corporate, Financial and Management Services (the "Director") initiates the budget planning process in January with budget policy discussions among key members of the fiscal and administrative leadership team. These discussions culminate in the presentation and adoption of budget policy and guidance by the Board in February. County division heads and elected officers submit their proposed expenditures beginning in April for compilation by the Director no later than July 1 of each year and each submission is matched against available revenues. A balanced, proposed budget is presented to the Board for review within 15 days of receipt of an assessed 25694/007/01369090.DOCv5 A-2 value certification from the County's Property Appraiser which is due by July 1. A tentative budget is thereupon adopted within 15 days. Subsequent to public hearings, a final budget is adopted. The final budget for the fiscal year ended September 30, 2018 was adopted by the Board on September 28, 2017. Final millage rates are adopted, usually by late September, and the County's Tax Collector prepares tax bills for mailing on or after November 1. Upon valid adoption, all expenditures in the budget constitute appropriations, and amendments to the budget can be made only in accordance with the provisions of Chapter 129, Florida Statutes, and such chapter provides that expenditures in excess of total fund budgets are unlaw ful. Annual Audit Florida law requires that an annual post audit be completed by independent certified public accountants retained by the County. The County retained the firm of Clifton Larson Allen LLP, Naples, Florida, to undertake the audit for the fiscal year ended September 30, 2017. The Comprehensive Annual Financial Report for the fiscal year ended September 30, 2017 appears in APPENDIX B attached to this Official Statement. The Governmental Accounting Standards Board (GASB) issued Statement No. 68, "Accounting and Financial Reporting for Pensions" ("GASB No. 68") – an amendment to GASB Statement No. 27, "Accounting for Pensions by State and Local Governmental Employers", which is effective for the County's fiscal year ended September 30, 2017. For a more complete description of GASB No. 68 and its effect on the County's financial reporting, see "– Florida Retirement System" below. Population The County has experienced rapid population growth in recent decades. The following table presents historical and projected population growth for the County, the State, and the United States for the period of 1960 to 2020: POPULATION TRENDS County Population Population Percentage Increase State Population Population Percentage Increase United States Population Population Percentage Increase 1960 15,753 --- 4,951,560 --- 179,323,175 --- 1970 38,040 141.5% 6,791,418 37.1% 203,302,031 13.4% 1980 85,971 126.0 9,746,961 43.5 226,504,825 11.4 1990 152,099 76.9 12,938,071 32.7 250,410,000 10.6 2000 251,377 65.3 15,982,378 23.5 274,634,000 9.7 2010 321,520 27.9 18,801,310 17.6 308,745,538 12.4 2020* 384,400 19.6 21,326,800 13.4 322,742,000 4.5 *Estimates on County and State population use medium estimates of population growth. Source: University of Florida, Bureau of Economic and Business Research, Population Program, unpublished data. Census data from U.S. Bureau of Census. 25694/007/01369090.DOCv5 A-3 Most of the growth of Collier County is due to migration. The estimated median age of the County's population was 48.5 years according to the Collier County Comprehensive Annual Financial Report for Fiscal Year Ending September 30, 2017. COLLIER COUNTY EMPLOYMENT BY MAJOR INDUSTRY Industry Establishments Employees Retail Trade 1,622 21,584 Accommodation and Food Services 903 20,672 Health Care and Social Assistance 1,123 19,217 Construction 1,980 15,094 Administrative and Waste Services 1,183 9,587 Educational Services 119 7,650 Arts, Entertainment, and Recreation 275 8,271 Other Services (except Public Administration) 1,314 6,215 Professional and Technical Service 1,931 5,491 Public Administration 59 5,705 Agriculture, Forestry, Fishing and Hunting 98 3,720 Real Estate and Rental and Leasing 1,221 3,989 Finance and Insurance 683 4,037 Manufacturing 297 3,840 Wholesale Trade 434 3,525 Transportation and Warehousing 267 2,207 Information 177 1,368 Management of Companies and Enterprises 145 366 Utilities 23 193 Mining 7 43 Unclassified Establishments 119 73 Source: Florida Research and Economic Information Database Application, Labor Market Statistics, Quarterly Census of Employment and Wages Program. 25694/007/01369090.DOCv5 A-4 COLLIER COUNTY EMPLOYMENT (2008-2017) Year Labor Force Employment Unemployment County Unemployment Rate State of Florida Unemployment Rate 2008 148,368 137,814 10,554 7.1% 6.3% 2009 143,337 127,434 15,903 11.1 10.4 2010 145,349 128,427 16,922 11.6 11.1 2011 148,810 133,729 15,081 10.1 10.0 2012 152,851 139,903 12,948 8.5 8.5 2013 155,486 144,508 10,978 7.1 7.2 2014 160,130 150,596 9,534 6.0 6.3 2015 163,488 154,976 8,512 5.2 5.5 2016 169,288 161,411 7,877 4.7 4.8 2017 171,979 164,974 7,005 4.1 4.2 Source: Florida Research and Economic Information Database Application, Labor Market Statistics, Local Area Unemployment Statistics Program. BUILDING PERMIT ACTIVITIES IN COLLIER COUNTY (2008-2017) Year Residential Valuation(1) Single Family Units Multi- Family Units 2008 658 366 $233,805 2009 558 310 200,991 2010 747 513 284,339 2011 866 320 272,942 2012 1,149 304 313,259 2013 1,540 817 448,610 2014 2,195 722 630,402 2015 2,611 954 795,923 2016 2,788 782 875,143 2017 2,615 846 688,050 (1) Valuation in thousands of dollars. Source: Collier County, Florida Finance Department. 25694/007/01369090.DOCv5 A-5 Agriculture Agriculture is a dominant factor in the economy of the County. Rainfall averages about 52 inches annually with most of the precipitation occurring during the late spring and summer. The high yearly rainfall and year-round mild temperature enable agriculture to be a productive sector of the County economy. The agricultural industry represents five percent of the workforce. Farming activities are located approximately 40 miles inland primarily centered around the community of Immokalee. Major crops include tomatoes, peppers, cucumbers, melons and citrus. Beef cattle are also a significant farming commodity. Tourism Tourism is a major factor in the economy of the County. Visitors to the County enjoy its Gulf of Mexico beaches, golf, tennis and other attractions. Everglades National Park, the United States only subtropical National Park, located near Naples, comprises a substantial portion of the County. Collier - Seminole Park and Corkscrew Swamp are also located nearby. Salt water fishing in the Gulf of Mexico, as well as fresh water fishing, makes the many lakes and waterways popular vacation spots. The County is regarded as one of the largest shelling areas in the United States. Transportation The County is served by U.S. Highway 41 (otherwise known as the Tamiami Trail) and Interstate 75, which links Naples to the east coast of Florida and intersects U.S. Highway 27, providing access to the Florida Turnpike. Interstate 75 also provides access to the County from the North. Greyhound Bus Lines connects the County to all points within the State. Air service is available at the Naples Airport owned by the City of Naples and covers an area of approximately 650 acres. The airport has two lighted 5,000 feet hard surfaced runways, each 150 feet wide. Activity at this airport mainly consists of charter flights and general aviation. Air service at the Southwest Florida International Airport near Fort Myers, 35 miles north of Naples, reaches many major cities. In addition, the County owns and operates three public airports: the Marco Island Executive Airport and the Immokalee and Everglades City Airparks. Educational System The County school system serves more than 47,000 students in 48 schools, including six charter schools. The public schools provide a varied adult education program and a special program for pre- school children. There are several private and parochial schools in the County offering classes from kindergarten through the twelfth grade. Florida Southwestern State College's main campus in Fort Myers, with a branch campus in Naples, offers technical training as well as college preparation for students. In August of 2003, Ave Maria University, a private Catholic University located within the County, began admitting students. The University offers bachelor's degrees in biology, classics, economics, history, literature, mathematics, music, philosophy, politics and theology. Pre -professional programs are offered in pre-law, pre-medicine and pre-business. Although not located within the County, Florida Gulf Coast University, the tenth college in the State University System, is operating in Lee County, immediately north of the County. 25694/007/01369090.DOCv5 A-6 Medical Facilities Naples Community Hospital, a non-profit, private corporation provides health services to the residents of the County. It opened as a 50-bed facility in 1956, financed exclusively by contributions from members of the community. Since 1956, Naples Community Hospital has grown to encompass approximately 422,000 square feet and include two six-story towers that house Naples Community Hospital's 715 licensed beds and patient care ancillary services and a two -story support services wing located between the two towers. Hospital services are also provided in the Carpenter -Briggs Radiation Therapy Center located across the street from Naples Community Hospital, at the Golden Gate Urgent Care Center located in leased space approximately seven miles from Naples Community Hospital, and in several other outpatient facilities that provide urgent care, rehabilitation, wellness and infusion services. In addition, Physician's Regional operates two hospitals within the County with a total of 201 beds. The Collier County Health Department operates in every community in the County under the direction of a licensed physician and with a staff of trained specialists, including public health workers, nurses, sanitarians and clinical psychologists. COLLIER COUNTY FINANCIAL AND ECONOMIC DATA (Fiscal Years 2008-2017) (Unaudited) Fiscal Year Population Percent Increase/(Decrease) Per Capita Income Bank Deposits (000's) 2008 332,854 -- $57,446 $11,026 2009 333,032 0.1 63,276 11,690 2010 331,800 (0.4) 62,559 9,981 2011 321,520 (3.1) 60,049 N/A 2012 323,785 0.7 59,264 N/A 2013 329,849 1.9 60,391 N/A 2014 339,642 3.0 64,872 N/A 2015 348,777 2.7 73,869 N/A 2016 353,936 1.5 78,473 N/A 2017 360,846 2.0 84,101 N/A N/A = Data not currently available Source: Collier County Comprehensive Annual Financial Report for Fiscal Year Ending September 30, 2017. 25694/007/01369090.DOCv5 A-7 Assessed Valuation The following table shows the assessed value and taxable value for operating millage in each of the past ten Fiscal Years. ASSESSED VALUE AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTY IN COLLIER COUNTY(1) (Fiscal Years 2008-2017) (Unaudited) (Amounts Expressed in Thousands) Fiscal Year Ended September 30 Residential Property Personal Property Centrally Assessed Property Less: Tax Exempt Total Taxable Assessed Value Total Direct Tax Rate Estimated Actual Taxable Value Assessed Value as a Percentage of Actual Value(2) 2008 $88,819,491 $2,321,048 $226 $8,575,874 $82,564,891 4.1064 $91,140,765 100% 2009 86,949,935 2,430,996 202 10,718,166 78,662,967 4.1246 89,381,133 100 2010 77,359,174 2,444,323 202 9,826,950 69,976,749 4.4236 79,803,699 100 2011 67,947,039 2,259,654 171 8,770,667 61,436,197 4.4151 70,206,864 100 2012 64,464,592 2,248,702 187 8,510,911 58,202,570 4.4149 66,713,481 100 2013 64,723,621 2,240,098 184 8,471,142 58,942,761 4.4126 66,963,903 100 2014 66,977,907 2,198,734 152 8,539,021 60,637,772 4.1592 69,176,193 100 2015 71,149,974 2,186,145 195 8,739,269 64,597,045 4.1582 73,336,324 100 2016 76,970,360 2,353,841 134 9,235,508 70,088,827 4.1572 79,324,335 100 2017 91,067,675 2,448,008 246 9,905,936 83,609,993 4.1562 93,515,929 100 (1) Property is assessed as of January 1, and taxes based on these assessments are levied and become due on the following Novembe r 1. Therefore, assessments and levies applicable to a certain year are collected in the fiscal year ending during the next s ucceeding calendar year. (2) The basis of assessed value required by the state is 100% of actual value. Source: Collier County Comprehensive Annual Financial Report for Fiscal Year Ending September 30, 2017. 25694/007/01369090.DOCv5 A-8 The following table contains the property tax rates for the last ten fiscal years. COLLIER COUNTY, FLORIDA PROPERTY TAX RATES – ALL DIRECT AND OVERLAPPING GOVERNMENTS(1) (Fiscal Years 2006-2015) (Unaudited) Collier County Other Fiscal Year General Fund Special Revenue Funds Debt Service Funds Total County School District Independent Districts Total 2008 3.1469 0.7362 0.2233 4.1064 5.3510 1.2792 10.7366 2009 3.1469 0.7528 0.2249 4.1246 4.9090 1.2784 10.3120 2010 3.5645 0.7225 0.1366 4.4236 5.2390 1.3243 10.9869 2011 3.5645 0.6926 0.1580 4.4151 5.6990 1.3299 11.4440 2012 3.5645 0.7627 0.0877 4.4149 5.5270 1.2202 11.1621 2013 3.5645 0.7555 0.0926 4.4126 5.5760 1.2395 11.2281 2014 3.5645 0.5873 0.0074 4.1592 5.6900 1.2228 11.0720 2015 3.5645 0.5860 0.0077 4.1582 5.5800 1.1853 10.9235 2016 3.5645 0.5856 0.0071 4.1572 5.4800 1.1331 10.7703 2017 3.5645 0.6030 0.0293 4.1968 5.1220 1.1832 10.5020 (1) Basis for property tax rates is 1 mill per $1,000 of assessed value. Property is assessed as of January 1 and taxes based on those assessments are levied according to the tax rate in effect that tax year and become due on November 1. Therefore, assessments and tax levies applicable to a certain tax year are collected in the fiscal year ending during the following calendar year. Source: Collier County Comprehensive Annual Financial Report for Fiscal Year Ending September 30, 2017. Property Tax Reform Millage Rollback Legislation. In 2007, the State Legislature adopted a property tax plan which significantly impacted ad valorem tax collections for State local governments (the "Millage Rollback Legislation"). One component of the Millage Rollback Legislation required counties, cities and special districts to rollback their millage rates for the 2007-2008 Fiscal Year to a level that, with certain adjustments and exceptions, would generate the same level of ad valorem tax revenue as in Fiscal Year 2006-2007; provided, however, depending upon the relative growth of each local government's own ad valorem tax revenues from 2001 to 2006, such rolled back millage rates were determined after first reducing 2006-2007 ad valorem tax revenues by zero to nine percent (0% to 9%). In addition, the Rollback Legislation also limited how much the aggregate amount of ad valorem tax revenues may incre ase in future fiscal years. A local government may override certain portions of these requirements by a supermajority, and for certain requirements, a unanimous vote of its governing body. Constitutional Exemptions. Certain exemptions from property taxes have been enacted. Constitutional exemptions include, but are not limited to, property owned by a municipality and used exclusively by it for municipal or public purposes, certain household goods and personal effects to the value fixed by general law, certain locally approved community and economic development ad valorem 25694/007/01369090.DOCv5 A-9 tax exemptions to new businesses and expansions of existing businesses, as defined by general law and historic preservation ad valorem tax exemptions to owners of historic properties, $2 5,000 of the assessed value of property subject to tangible personal property tax, the assessed value of solar devices or renewable energy source devices subject to tangible personal property tax may be exempt from ad valorem taxation, subject to limitations provided by general law, and certain real property dedicated in perpetuity for conservation purposes, including real property encumbered by perpetual conservation easements or by other perpetual conservation protections, as defined by general law. Limitation on Increase in Assessed Value of Property. The State Constitution limits the increases in assessed just value of homestead property to the lower of (1) three percent of the assessment for the prior year or (2) the percentage change in the Consumer Price Index for all urban consumers, U.S. City Average, all items 1967=100, or successor reports for the preceding calendar year as initially reported by the United States Department of Labor, Bureau of Labor Statistics. The accumulated difference between the assessed value and the just value is known as the "Save Our Homes Benefit." Further, any change of ownership of homestead property or upon termination of homestead status such property shall be reassessed at just value as of January 1 of the year foll owing the year of sale or change of status; new homestead property shall be assessed at just value as of January 1 of the year following the establishment of the homestead; and changes, additions, reductions or improvements to the homestead shall initially be assessed as provided for by general law. Owners of homestead property may transfer up to $500,000 of their Save Our Homes Benefit to a new homestead property purchased within two years of the sale of their previous homestead property to which such benefit applied if the just value of the new homestead is greater than or is equal to the just value of the prior homestead. If the just value of the new homestead is less than the just value of the prior homestead, then owners of homestead property may transfer a proportional amount of their Save Our Homes Benefit, such proportional amount equaling the just value of the new homestead divided by the just value of the prior homestead multiplied by the assessed value of the prior homestead. For all levies other than school district levies, assessment increases for specified nonhomestead real property may not exceed ten percent (10%) of the assessment for the prior year. This assessment limitation is, by its terms, to be repealed effective January 1, 2019; however, the legislature by joint resolution has proposed an amendment abrogating such repeal, which is required to be submitted to the electors of this state for approval or rejection at the general election of 2018 and, if approved, shall take effect January 1, 2019. Homestead Exemption. In addition to the exemptions described above, the State Constitution also provides for a homestead exemption. Every person who has the legal title or beneficial title in equity to real property in the State and who resides thereon and in good faith makes the same his or her permanent residence or the permanent residence of others legally or naturally dependent upon such person is eligible to receive a homestead exemption of up to $50,000. The first $25,000 applies to all pro perty taxes, including school district taxes. The additional exemption, up to $25,000, applicable to the assessed value of the property between $50,000 and $75,000, applies to all levies other than school district levies. A person who is receiving or claiming the benefit of an ad valorem tax exemption or a tax credit in another state where permanent residency, or residency of another legally or naturally dependent upon the owner, is required as a basis for the granting of that ad valorem tax exemption or tax credit is not entitled to the homestead exemption. 25694/007/01369090.DOCv5 A-10 In addition to the general homestead exemption described in this paragraph, the following additional homestead exemptions are authorized by State law: Certain Persons 65 or Older. A board of county commissioners or the governing authority of any municipality may adopt an ordinance to allow an additional homestead exemption equal to (i) of up to $50,000 for persons age 65 or older with household income that does not exceed the statutory income limitation of $20,000 (as increased by the percentage increase in the average cost of living index each year since 2001) or (ii) the assessed value of the property with a just value less than $250,000, as determined the first tax year that the owner applies and is approved, for any person 65 or older who has maintained the residence as his or her permanent residence for not less than 25 years and whose household income does not exceed the statutory income. The County enacted an ordinance providing for the exem ption from County ad valorem taxes described in this paragraph. In addition, veterans 65 or older who are partially or totally permanently disabled may receive a discount from tax on homestead property if the disability was combat related and the veteran was honorably discharged upon separation from military service. The discount is a percentage equal to the percentage of the veteran’s permanent, service-connected disability as determined by the United States Department of Veteran’s Affairs. The County has not enacted an ordinance providing for the exemption from County ad valorem taxes described in this paragraph. Deployed Military Personnel. The State Constitution provides that by general law and subject to certain conditions specified therein, each person who receives a homestead exemption who was a member of the United States military or military reserves, the United States Coast Guard or its reserves, or the Florida National Guard; and who was deployed during the preceding calendar year on active du ty outside the continental United States, Alaska, or Hawaii in support of military operations designated by the legislature shall receive an additional exemption equal to a percentage of the taxable value of his or her homestead property. The applicable percentage shall be calculated as the number of days during the preceding calendar year the person was deployed on active duty outside the continental United States, Alaska, or Hawaii in support of military operations designated by the legislature divided by the number of days in that year. Certain Active Duty Military and Veterans. A military veteran who was honorably discharged, is a resident of the State, and who is disabled to a degree of 10% or more because of misfortune or while serving during wartime may be entitled to a $5,000 reduction in the assessed value of his or her property. This exemption is not limited to homestead property. A military veteran who was honorably discharged with a service-related total and permanent disability may be eligible for a total exemption from taxes on homestead property. A similar exemption is available to disabled veterans confined to wheelchairs. Under certain circumstances, the veteran’s surviving spouse may be entitled to carry over these exemptions. Certain Totally and Permanently Disabled Persons. Real estate used and owned as a homestead by a quadriplegic, less any portion used for commercial purposes, is exempt from all ad valorem taxation. Real estate used and owned as a homestead by a paraplegic, he miplegic, or other totally and permanently disabled person, who must use a wheelchair for mobility or who is legally blind, is exempt from taxation if the gross household income is below statutory limits. Survivors of First Responders. Any real estate that is owned and used as a homestead by the surviving spouse of a first responder (law enforcement officer, correctional officer, firefighter, emergency 25694/007/01369090.DOCv5 A-11 medical technician or paramedic), who died in the line of duty may be granted a total exemption on homestead property if the first responder and his or her surviving spouse were permanent residents of the State on January 1 of the year in which the first responder died. Recent Amendments Relating to Ad Valorem Taxation. In the 2016 legislative session, several amendments were passed affecting ad valorem taxation, including classification of agricultural lands during periods of eradication or quarantine, deleting requirements that conservation easements be renewed annually, providing that just value of real property shall be determined in the first tax year for income restricted persons age 65 or older who have maintained such property as the permanent residence for at least 25 years, authorizing a first responder who is totally and permanently disabled as a result of injuries sustained in the line of duty to receive relief from ad valorem taxes assessed on homestead property, revising procedures with respect to assessments, hearings and notifications by the value adjustment board, and revising the interest rate on unpaid ad valorem taxes. In the 2017 State legislative session, which concluded on May 8, 2017 , the State legislature passed House Joint Resolution 7105 which proposes an amendment to Section 6, Article VII of the State Constitution that would increase the homestead exemption by exempting the assessed valuation of homestead property greater than $100,000 and up to $125,000 for all levies other than school district levies. If approved by the voters in November 2018, such amendment would be effectiv e beginning with the 2019 tax roll. The County estimates that this amendment would result in a negative revenue impact to the County of approximately $7.7 million annually. However, the County does not believe that the impact will adversely affect the County’s ability to pay debt service on the Series 2018 Bonds. Future Amendments Relating to Ad Valorem Taxation. Historically, various legislative proposals and constitutional amendments relating to ad valorem taxation have been introduced in each session of the State legislature. Many of these proposals have provided for new or increased exemptions to ad valorem taxation and limited increases in assessed valuation of certain types of property or have otherwise restricted the ability of local governments in the State to levy ad valorem taxes at then current levels. Proposed Legislation During the 2018 State legislative session, the State Legislature passed House Joint Resolution 7001 ("HJR 7001"), proposing an amendment to the State Constitution providing that no state tax or fee may be imposed, authorized, raised by the State Legislature, or authorized by the State Legislature to be raised, except through legislation approved by two-thirds of the membership of each house of the Legislature. The same requirement would apply to decreasing or eliminating any state tax, fee exemption or credit. Currently, such actions can be approved by a majority vote. HJR 7001 also requires that any proposed state tax or fee imposition, authorization or increase must be contained in a separate bill that contains no other subject. The joint resolution specifies that the proposed amendment does not authorize the imposition of any state tax or fee otherwise prohibited by the State Constitution, and does not apply to any tax or fee imposed by, or authorized to be imposed by, a county, municipality, school board, or special district. The amendment proposed in the HJR 7001 was passed and signed into law by Governor Scott and will take effect on January 8, 2019, if approved by sixty percent of the voters during the 2018 general election or earlier special election. Although the proposal would not subject local taxes and fees to the stricter voting requirement, local governments could be adversely impacted during recessionary economic environments if State lawmakers are unable to raise taxes. The County does not expect that HJR 7001, if approved by the voters, will have an impact on its collection of Pledged Funds or its ability to pay debt service on the Series 2018 Bonds. 25694/007/01369090.DOCv5 A-12 Florida Retirement System The information relating to the Florida Retirement System ("FRS") contained herein has been obtained from the FRS Annual Reports available at www.dms.myflorida.com and the Florida Comprehensive Annual Financial Reports available at www. myfloridacfo.com/aadir/statewide_financial_reporting. No representation is made by the County as to the accuracy or adequacy of such information or that there has not been any material adverse change in such information subsequent to the date of such information. The FRS is a cost-sharing multiple-employer public-employee retirement system with two primary plans – the FRS defined benefit pension plan (the "FRS Pension Plan") and the FRS defined contribution plan (the "FRS Investment Plan"). The FRS Pension Plan was created in Chapter 121, Florida Statutes, to provide a defined benefit pension plan for participating public employees. Florida Retirement System Pension Plan Membership. FRS membership is compulsory for all employees filling a regularly established position in a state agency, county agency, state university, state community college, or district school board. Participation by cities, municipalities, special districts, charter schools, and metropolitan planning organizations, although optional, is generally irrevocable after election to participate is made. Members hired into certain positions may be eligible to withdraw from the FRS altogether or elect to participate in the non-integrated optional retirement programs in lieu of the FRS except faculty of a medical college in a state university who must participate in the State University System Optional Retirement Program. There are five general classes of membership, as follows:  Regular Class - Members of the FRS who do not qualify for membership in the other classes.  Senior Management Service Class (SMSC) - Members in senior management level positions in state and local governments as well as assistant state attorneys, assistant statewide prosecutors, assistant public defenders, assistant attorneys general, deputy court administrators, and assistant capital collateral representatives. Members of the Elected Officers' Class ("EOC") may elect to withdraw from the FRS or participate in the SMSC in lieu of the EOC.  Special Risk Class - Members who are employed as law enforcement officers, firefighters, firefighter trainers, fire prevention officers, state fixed -wing pilots for aerial firefighting surveillance, correctional officers, emergency medical technicians, paramedics, community-based correctional probation officers, youth custody officers (from July 1, 2001 through June 30, 2014), certain health -care related positions within state forensic or correctional facilities, or specified forensic employees of a medical examiner's office or a law enforcement agency, and meet the criteria to qualify for this class.  Special Risk Administrative Support Class - Former Special Risk Class members who are transferred or reassigned to nonspecial risk law enforcement, firefighting, emergency medical c are, or correctional administrative support positions within an FRS special risk-employing agency.  Elected Officers' Class (EOC) - Members who are elected state and county officers and the elected officers of cities and special districts that choose to pl ace their elected officials in this class. 25694/007/01369090.DOCv5 A-13 Beginning July 1, 2001, through June 30, 2011, the FRS Pension Plan provided for vesting of benefits after six years of creditable service for members initially enrolled during this period. Members not actively working in a position covered by the FRS Pension Plan on July 1, 2001, must return to covered employment for up to one work year to be eligible to vest with less service than was required under the law in effect before July 1, 2001. Members initially enro lled on or after July 1, 2001, through June 30, 2011, vest after six years of service. Members initially enrolled on or after July 1, 2011, vest after eight years of creditable service. Members are eligible for normal retirement when they have met the requirements listed below. Early retirement may be taken any time after vesting within 20 years of normal retirement age; however, there is a 5% benefit reduction for each year prior to the normal retirement age.  Regular Class, SMSC, and EOC Members – For members initially enrolled in the FRS Pension Plan before July 1, 2011, six or more years of creditable service and age 62, or the age after completing six years of creditable service if after age 62. Thirty years of creditable service regardless of age before age 62. For members initially enrolled in the FRS Pension Plan on or after July 1, 2011, eight or more years of creditable service and age 65, or the age after completing eight years of creditable service if after age 65. Thirty-three years of creditable service regardless of age before age 65.  Special Risk Class and Special Risk Administrative Support Class Members – For members initially enrolled in the FRS Pension Plan before July 1, 2011, six or more years of Special Risk Class service and age 55, or the age after completing six years of Special Risk Class service if after age 55. Twenty-five years of special risk service regardless of age before age 55. A total of 25 years of service including special risk service and up to four years of acti ve duty wartime service and age 52. Without six years of Special Risk Class service, members of the Special Risk Administrative Support Class must meet the requirements of the Regular Class. For members initially enrolled in the FRS Pension Plan on or after July 1, 2011, eight or more years of Special Risk Class service and age 60, or the age after completing eight years of Special Risk Class service if after age 60. Thirty years of special risk service regardless of age before age 60. Without eight years of Special Risk Class service, members of the Special Risk Administrative Support Class must meet the requirements of the Regular Class. Benefits. Benefits under the FRS Pension Plan are computed on the basis of age, average final compensation, creditable years of service, and accrual value by membership class. Members are also eligible for in-line-of-duty or regular disability and survivors' benefits. Pension benefits of retirees and annuitants are increased each July 1 by a cost-of-living adjustment. If the member is initially enrolled in the FRS Pension Plan before July 1, 2011, and all service credit was accrued before July 1, 2011, the annual cost-of-living adjustment is 3% per year. If the member is initially enrolled before July 1, 2011, and has service credit on or after July 1, 2011, there is an individually calculated cost -of-living adjustment. The annual cost-of-living adjustment is a proportion of 3% determined by dividing the sum of the pre -July 2011 service credit by the total service credit at retirement multiplied by 3%. FRS Pension Plan members initially enrolled on or after July 1, 2011, will not have a cost -of-living adjustment after retirement. The Deferred Retirement Option Program ("DROP") became effective July 1, 1998, subject to provisions of Section 121.091(13), Florida Statutes. FRS Pension Plan members who reach normal retirement are eligible to defer receipt of monthly benefit payments while continuing employment with an FRS employer. An employee may participate in the DROP for a maximum of 60 months. Authorized instructional personnel may participate in the DROP for up to 36 additional months beyond their initial 60-month participation period. Monthly retirement benefits remain in the FRS Trust Fund during DROP 25694/007/01369090.DOCv5 A-14 participation and accrue interest. As of June 30, 2017, the FRS Trust Fund held $2,255,747,029 in accumulated benefits for 34,810 DROP participants. Of these 34,810 DROP participants, 32,972 were active in the DROP with balances totaling $2,032,044,001. The remain ing participants were no longer active in the DROP and had balances totaling $216,703,029 to be processed after June 30, 2017. Administration. The Department of Management Services, Division of Retirement administers the FRS Pension Plan. The State Board of Administration (the "SBA") invests the assets of the FRS Pension Plan held in the FRS Trust Fund. Costs of administering the FRS Pension Plan are funded from earnings on investments of the FRS Trust Fund. Reporting of the FRS Pension Plan is on the accrual basis of accounting. Revenues are recognized when earned and expenses are recognized when the obligation is incurred. Contributions. All participating employers must comply with statutory contribution requirements. Section 121.031(3), Florida Statutes, requires an annual actuarial valuation of the FRS Pension Plan, which is provided to the Legislature as guidance for funding decisions. Employer and employee contribution rates are established in Section 121.71, Florida Statutes. Employer contri bution rates under the uniform rate structure (a blending of both the FRS Pension Plan and FRS Investment Plan rates) are recommended by the actuary but set by the Legislature. Statutes require that any unfunded actuarial liability ("UAL") be amortized within 30 plan years. Pursuant to Section 121.031(3)(f), Florida Statutes, any surplus amounts available to offset total retirement system costs are to be amortized over a 10-year rolling period on a level-dollar basis. The balance of legally required reserves for all defined benefit pension plans at June 30, 2017, was $154,053,262,968. These funds were reserved to provide for total current and future benefits, refunds, and administration of the FRS Pension Plan. Effective July 1, 2011, both employees and employers of the FRS are required to make contributions to establish service credit for work performed in a regularly established position. Effective July 1, 2002, the Florida Legislature established a uniform contribution rate system for the FRS, coveri ng both the FRS Pension Plan and the FRS Investment Plan. The uniform rates for Fiscal Year 2016 -17 are as follows: Membership Class Employee Contribution Rate Employer Contribution Rate(1) Total Contribution Rate Regular 3.00% 5.80% 8.80% Special Risk 3.00 20.85 23.85 Special Risk Administrative Support 3.00 26.34 29.34 Elected Officers – Judges 3.00 34.98 37.98 Elected Officers - Legislators/Attorneys/Cabinet 3.00 40.38 43.38 Elected Officers – County, City, Special Districts 3.00 40.75 43.75 Senior Management Service 3.00 20.05 23.05 Deferred Retirement Option Program N/A 11.33 11.33 (1) These rates include the normal cost and unfunded actuarial liability contributions but do not include the 1.66% contribution for the Retiree Health Insurance Subsidy ("HIS") and the fee of 0.06% for administration of the FRS Investment Plan and provision of educational tools for both plans. Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2017. 25694/007/01369090.DOCv5 A-15 The contributions of the County are established and may be amended by the State Legislature. The County's contributions to the FRS Pension Plan totaled $47,404,546 for the Fiscal Year ended September 30, 2017. Pension Amounts for the FRS Pension Plan. Schedule of Changes in Net Pension Liability and Related Ratios (in thousands) Total Pension Liability June 30, 2015 June 30, 2016 June 30, 2017 Service cost $2,114,047 $2,132,906 $2,073,754 Interest on total pension liability 11,721,563 12,109,114 12,484,167 Effect of plan changes 0 32,310 92,185 Effect of economic/demographic (gains) or losses 1,620,863 980,192 1,412,462 Effect of assumption changes or inputs 0 1,030,667 10,398,344 Benefit payments (10,201,501) (10,624,925) (9,859,319) Net change in total pension liability 5,254,972 5,660,264 16,601,593 Total pension liability, beginning 156,115,763 161,370,735 167,030,999 Total pension liability, ending (a) $161,370,735 $167,030,999 $183,632,592 Fiduciary Net Position Employer contributions $2,438,085 $2,438,659 $2,603,246 Member contributions 698,304 710,717 744,839 Investment income net of investment expenses 5,523,287 820,583 18,801,917 Benefit payments (10,201,500) (10,624,925) (9,859,319) Administrative expenses (18,074) (18,507) (18,340) Net change in plan fiduciary net position (1,559,898) (6,673,473) 12,272,342 Fiduciary net position, beginning 150,014,292 148,454,394 141,780,921 Fiduciary net position, ending (b) $148,454,394 $141,780,921 $154,053,263 Net pension liability, ending = (a) – (b) $12,916,341 $25,250,078 $29,579,329 Fiduciary net position as a % of total pension liability 92.00% 84.88% 83.89% Covered payroll(1) $32,726,034 $33,214,217 $33,775,800 Net pension liability as a % of covered payroll 39.47% 76.02% 87.58% (1) For June 30, 2015, and later, covered payroll shown includes the payroll for FRS Investment Plan members and payroll on which only UAL rates are charged . Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2017. 25694/007/01369090.DOCv5 A-16 Actuarial Methods and Assumptions for the FRS Pension Plan. The total pension liability was determined by an actuarial valuation as of the valuation date of July 1, 2017, calculated based on the discount rate and actuarial assumptions below: June 30, 2016 June 30, 2017 Discount rate 7.60% 7.10% Long-term expected rate of return, net of investment expense 7.60% 7.10% Bond Buyer General Obligation 20-Bond Municipal Bond Index N/A N/A Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 201 7. The plan's fiduciary net position was projected to be available to make all projected future benefit payments of current active and inactive employees in determining the projected depletion date. Therefore, the discount rate for calculating the total pension liability is equal to the long-term expected rate of return. The actuarial assumptions used to determine the total pension liability as of June 30, 2017, were based on the results of an actuarial experience study for the period July 1, 2008 - June 30, 2013. Valuation Date July 1, 2017 Measurement Date June 30, 2017 Asset Valuation Method Fair Market Value Inflation 2.60% Salary increase including inflation 3.25% Mortality Generational RP-2000 with Projection Scale BB Actuarial cost method Individual Entry Age Normal Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2017. Sensitivity Analysis for the FRS Pension Plan. The following presents the net pension liability of the FRS, calculated using the discount rate of 7.10%, as well as what the FRS's net pension liability would be if it were calculated using a discount rate that is one percentage point lower (6.10%) or one percentage point higher (8.10%) than the current rate. 1% Decrease 6.10% Current Discount Rate 7.10% 1% Increase 8.10% Total pension liability $207,590,062,000 $183,632,592,000 $163,742,403,000 Fiduciary net position 154,053,262,968 154,053,262,968 154,053,262,968 Net pension liability $53,536,799,032 $29,579,329,032 $9,689,140,032 Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2017 . 25694/007/01369090.DOCv5 A-17 Retiree Health Insurance Subsidy Program The HIS Program is a cost-sharing multiple-employer defined benefit pension plan established under Section 112.363, Florida Statutes. The benefit is a monthly payment to assist retirees of state - administered retirement systems in paying their health insurance costs and is administered by the Division of Retirement within the Department of Management Services. For the fiscal year ended June 30, 2017, eligible retirees and beneficiaries received a monthly HIS payment equal to the number of years of creditable service completed at the time of retirement multiplied by $5. The payments are at least $30 but not more than $150 per month, pursuant to Section 112.363, Florida Statutes. To be eligible to receive a HIS benefit, a retiree under a state-administered retirement system must provide proof of health insurance coverage, which can include Medicare. The HIS Program is funded by required contributions from FRS participating employers as set by the Legislature. Employer contributions are a percentage of gross compensation for all active FRS members. For the fiscal year ended June 30, 2017, the contribution rate was 1.66% of payroll pursuant to Section 112.363, F.S. The State contributed 100% of its statutorily required contributions for the current and preceding two years. HIS contributions are deposited in a separate trust fund from which HIS payments are authorized. HIS benefits are not guaranteed and are subject to annual legislative appropriation. In the event the legislative appropriation or available funds fail to provide full subsidy benefits to all participants, the legislature may reduce or cancel HIS payments. [Remainder of page intentionally left blank] 25694/007/01369090.DOCv5 A-18 Pension Amounts for the HIS. Schedule of Changes in Net Pension Li ability and Related Ratios (in thousands) Total Pension Liability June 30, 2014 June 30, 2015 June 30, 2016 June 30, 2017 Service cost $190,371 $217,519 $256,710 $304,537 Interest on total pension liability 409,907 405,441 390,757 337,486 Effect of plan changes 0 0 0 0 Effect of economic/demographic (gains) or losses 0 0 (30,826) 0 Effect of assumption changes or inputs 386,383 607,698 1,352,459 (1,073,716) Benefit payments (407,276) (425,086) (449,857) (465,980) Net change in total pension liability 579,385 805,572 1,519,243 (897,673) Total pension liability, beginning 8,864,244 9,443,629 10,249,201 11,768,445 Total pension liability, ending (a) $9,443,629 $10,249,201 $11,768,445 $10,870,772 Fiduciary Net Position Employer contributions $342,566 $382,454 $512,564 $529,229 Member contributions 0 0 0 0 Investment income net of investment expenses 219 208 565 1,380 Benefit payments (407,275) (425,085) (449,857) (465,980) Administrative expenses (54) (188) (188) (177) Net change in plan fiduciary net position (64,544) (42,611) 63,084 64,452 Fiduciary net position, beginning 157,929 93,385 50,774 113,859 Fiduciary net position, ending (b) $93,385 $50,774 $113,859 $178,311 Net pension liability, ending = (a) – (b) $9,350,244 $10,198,427 $11,654,586 $10,692,461 Fiduciary net position as a % of total pension liability 0.99% 0.50% 0.97% 1.64% Covered payroll $29,676,340 $30,340,449 $30,875,274 $31,885,633 Net pension liability as a % of covered payroll 31.51% 33.61% 37.75% 33.53% Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2017. Actuarial Methods and Assumptions for the HIS. The total pension liability was determined by an actuarial valuation as of the valuation date, calculated based on the discount rate and actuarial assumptions below, and then was projected to the measurement date. Any significant changes during this period have been reflected as prescribed by GASB 67. The same demographic and economic assumptions that were used in the Florida Retirement System Actuarial Valuation as of July 1, 2016 ("funding valuation") were used for the HIS Program, unless otherwise noted. In a given membership class and tier, the same assumptions for both FRS Investment Plan members and for FRS Pension Plan members were used. 25694/007/01369090.DOCv5 A-19 June 30, 2016 June 30, 2017 Discount rate 2.85% 3.58% Long-term expected rate of return, net of investment expense N/A N/A Bond Buyer General Obligation 20-Bond Municipal Bond Index 2.85% 3.58% Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2017. In general, the discount rate for calculating the total pension liability under GASB 67 is equal to the single rate equivalent to discounting at the long-term expected rate of return for benefit payments prior to the projected depletion date. Because the HIS benefit is e ssentially funded on a pay-as-you-go basis, the depletion date is considered to be immediate, and the single equivalent discount rate is equal to the municipal bond rate selected by the plan sponsor. The discount rate used in the 2017 valuation was updated from 2.85% to 3.58%, reflecting the change in the Bond Buyer General Obligation 20 - Bond Municipal Bond Index as of June 30, 2017. The actuarial assumptions used to determine the total pension liability as of June 30, 2017, were based on the results of an actuarial experience study for the period July 1, 2008 - June 30, 2013. Valuation Date July 1, 2017 Measurement Date June 30, 2017 Inflation 2.60% Salary increase including inflation 3.25% Mortality Generational RP-2000 with Projection Scale BB Actuarial cost method Individual Entry Age Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2017. Sensitivity Analysis for the HIS. The following presents the net pension liability of the HIS, calculated using the discount rate of 3.58%, as well as what the HIS's net pension liability would be if it were calculated using a discount rate that is one percentage point lower (2.58%) or one percentage poin t higher (4.58%) than the current rate. 1% Decrease 2.58% Current Discount Rate 3.58% 1% Increase 4.58% Total pension liability $12,379,825,232 $10,870,772,218 $9,613,814,415 Fiduciary net position 178,310,841 178,310,841 178,310,841 Net pension liability $12,201,514,391 $10,692,461,377 $9,435,503,574 Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2017. FRS Investment Plan The State Board of Administration administers the defined contribution plan officially titled the FRS Investment Plan. The FRS Investment Plan provides vesting after one year of service regardless of 25694/007/01369090.DOCv5 A-20 membership class. If an accumulated benefit obligation for service credit originally earned under the FRS Pension Plan is transferred to the FRS Investment Plan, the years of service required for vesting under the FRS Pension Plan (including the service credit represented by the transferred funds) is require d to be vested for these funds and the earnings on the funds. The employer pays a contribution as a percentage of salary that is deposited into the individual member's account. Effective July 1, 2011, there is a mandatory employee contribution of 3.00%. The FRS Investment Plan member directs the investment from the options offered under the plan. Costs of administering the plan, including the FRS Financial Guidance Program, are funded through an employer assessment of payroll and by forfeited benefits o f plan members. After termination and applying to receive benefits, the member may rollover vested funds to another qualified plan, structure a periodic payment under the FRS Investment Plan, receive a lump-sum distribution, or leave the funds invested for future distribution. Disability coverage is provided; the employer pays an employer contribution to fund the disability benefit which is deposited in the FRS Trust Fund. The member may either transfer the account balance to the FRS Pension Plan when approved for disability retirement to receive guaranteed lifetime monthly benefits under the FRS Pension Plan, or remain in the FRS Investment Plan and rely upon that account balance for retirement income. Multiple Employer Defined Benefit Retirement Plan All of the County's employees participate in the FRS. As provided by Chapters 121 and 112, Florida Statutes, the FRS provides two cost-sharing, multiple-employer defined benefit plans administered by the Florida Department of Management Services, Division of Retirement, including the FRS Pension Plan and HIS. Under Section 121.4501, Florida Statutes, the FRS also provides a defined contribution plan FRS Investment Plan alternative to the FRS Pension Plan, which is administered by the SBA. As a general rule, membership in the FRS is compulsory for all employees working in a regularly established position for a state agency, county government, district school board, state university, community college, or a participating city or special district within the St ate of Florida. The FRS provides retirement and disability benefits, annual cost-of-living adjustments, and death benefits to plan members and beneficiaries. Benefits are established by Chapter 121, Florida Statutes, and Chapter 60S, Florida Administrative Code. Amendments to the law can be made only by an act of the Florida State Legislature. The State of Florida annually issues a publicly available financial report that includes financial statements and required supplementary information for the FRS. The latest available report may be obtained by writing to the State of Florida Division of Retirement, Department of Management Services, P.O. Box 9000, Tallahassee, Florida 32315-9000 or from the website: ww.dms.myflorida.com/workforce_operations/retiremenitipublications. Other Postemployment Benefit Plans General The County provides post employment healthcare benefits for retirees through a single employer defined benefit plan (County's OPEB Plan) and can amend the benefits provisions. The participants of this plan include retirees of the Board of County Commissioners (the "Board"), the Clerk of the Circuit Court and Comptroller, the Property Appraiser, the Tax C ollector and the Supervisor of Elections. The Sheriff also provides post employment healthcare benefits under a separate plan. In accordance with Florida Statute 112.0801, employees who retire and immediately begin receiving benefits from the FRS 25694/007/01369090.DOCv5 A-21 have the option of paying premiums to continue in the County's health insurance plan at the same group rate as for active employees. The Board and the Tax Collector also subsidize the cost of the post employment healthcare for qualifying retirees and each has the authority to amend benefit provisions. The Board offers a subsidy for its retirees who have at least 60% of eligible accrued sick leave remaining at the time of retirement and have completed 15 years of continuous service with the Board. In addition, the retiree must retire from the Board, be at least 55 years of age or have completed 30 years of service under the FRS and be eligible to receive an FRS benefit with no break in time. Such employees are eligible to receive a 50% to 100% subsidy toward the cost of coverage under the active plan. A subsidy is currently provided to 19 retirees. The Tax Collector offers a subsidy of 100% the cost of health care for employees with 10 years of service, between the ages of 54 and 64 and who exchange 800 hours o f sick leave at retirement for employees hired prior to June 1, 2015. A subsidy is currently provided to 4 retirees. The County's OPEB Plan is currently being funded on a pay as you go basis. No trust or agency fund has been established for the plan. The plan does not issue a separate financial report. Participant Data As of September 30, 2017, the following employees were covered by the benefit terms: Inactive employees or beneficiaries currently receiving benefits 70 Active employees 2,236 Total employees 2,306 Total OPEB Liability The County's total OPEB liability of $8,833,096 was measured as of September 30, 2017 and was determined by an actuarial valuation as of October 1, 2017. The following table shows the changes in the County's total OPEB liability for the year ended September 30, 2017. Total OPEB Liability Balance, as of October 1, 2016 $8,717,856 Changes: Service cost 464,531 Interest on total pension liability 248,849 Differences between expected and actual experience (8,258) Benefit payments (589,882) Net changes 115,240 Balance, as of September 30, 2017 $8,833,096 25694/007/01369090.DOCv5 A-22 OPEB Liability Discount Rate Sensitivity The following presents the County's total OPEB liability, as well as what the County's total OPEB liability would be if it were calculated using a discount rate one percentage point lower or one percentage point higher than the current discount rate: Description 1% Decrease in Discount Rate Current Discount Rate 1% Increase in Discount Rate OPEB Plan Discount Rate 1.80% 2.80% 3.80% Total OPEB Liability $9,347,700 $8,833,096 $8,244,203 OPEB Liability Healthcare Trend Rate Sensitivity The following presents the County's total OPEB liability, as well as what the County's total OPEB liability would be if it were calculated using a healthcare trend rate one percentage point lower or one percentage point higher than the current healthcare trend rate: Description 1% Decrease in Healthcare Cost Trend Rate Healthcare Cost Trend Rate 1% Increase in Healthcare Cost Trend Rate OPEB Plan Discount Rate 4.00% 5.00% 6.00% Total OPEB Liability $8,097,749 $8,833,096 $9,681,447 For the year ended September 30, 2017, the County's OPEB expense was $713,379. In addition, the County reported deferred inflows of resour ces from the following sources: Description Deferred Outflows of Resources Deferred Inflows of Resources Differences Between Expected and Actual Economic Experience $- $8,258 Amounts reported as deferred inflows of resources related to OPEB will be amo rtized over 4.29 years and will be recognized as follows: Year Ending September 30 Amount 2018 $1,925 2019 1,925 2020 1,925 2021 1,925 Thereafter 558 Actuarial Methods and Assumptions Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality and the healthcare cost trend. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject 25694/007/01369090.DOCv5 A-23 to continual revision as actual results are compared with past expectations and new estimates are made about the future. Calculations for financial reporting purposes are based on the benefits provided under terms of the plan as understood by the employer and the plan members in effect at the time of each valuation and on the pattern of sharing of costs between the employer and plan members to that point. The projection of benefits for financial reporting purposes does not explicitly incorporate the potential effects of legal or contractual funding limitations on the pattern of cost sharing between the employer and plan members in the future. Actuarial calculations reflect a long-term perspective. Consistent with that perspective, actuarial methods and assumptions used include techniques that are designed to reduce the effects of short-term volatility in actuarial accrued liabilities and the actuarial value of assets. The actuarial methods are: Actuarial cost method Entry Age Actuarial The actuarial assumptions are: Discount rate Healthcare cost trend rate Salary increase New employees 2.8% (Based on the 20 year AA municipal bond rate) 6% decreasing to 5% in 2026 and thereafter 3% None Mortality rates were based on the RP-2014 Mortality Fully Generational tables using Projection Scale MP-2016. Since the most recent GASB 45 valuation, the following changes have been made:  The actuarial cost method changed from using the Uni t Credit Actuarial cost method to the Entry Age Actuarial cost method.  The discount rate was changed from 3% to 2.8%.  The mortality assumption has been updated from RP-2014 Mortality Fully Generational using Projection Scale MP-2014 to RP 2014 Mortality Fully Generational using Projection Scale MP-2016. Plan Description and Benefits Provided The Sheriff provides post employment healthcare benefits for retirees through a single employer defined benefit plan (Sheriffs OPEB Plan) and can amend the benefit provisions. In accordance with Florida Statute 112.0801, employees who retire and immediately begin receiving benefits from the FRS have the option of paying premiums to continue in the Sheriffs health insurance plan at the same group rate as for active employees. No trust or agency fund has been established for the plan. The plan does not issue a separate financial report. Prior to 2010, the Sheriff subsidized approximately 20% of the cost for both single and family healthcare for its retirees who have 6 years of creditable service with the Sheriff and who receive a monthly retirement benefit from the Florida Retirement System. Approximately 36% of retirees receive the subsidy. 25694/007/01369090.DOCv5 A-24 The Sheriffs OPEB Plan is currently being funded on a pay as you go basis. No trust or agency fund has been established for the plan. The plan does not issue a separate financial report. Participant Data As of September 30, 2017, the following employees were covered by the benefit terms: Inactive employees or beneficiaries currently receiving benefits 106 Active employees 1,136 Total employees 1,242 Total OPEB Liability The Sheriffs total OPEB liability of $18,260,466 was measured as of September 30, 2017 and was determined by an actuarial valuation as of October 1, 2017. Th e following table shows the changes in the Sheriffs total OPEB liability for the year ended September 30, 2017. Total OPEB Liability Balance, as of October 1, 2016 $18,221,385 Changes: Service cost 491,420 Interest on total pension liability 502,621 Differences between expected and actual experience (83,607) Benefit payments (871,353) Net changes 39,081 Balance, as of September 30, 2017 $18,260,466 OPEB Liability Discount Rate Sensitivity The following presents the Sheriffs total OPEB liability, as well as what the Sheriffs total OPEB liability would be if it were calculated using a discount rate one percentage point lower or one percentage point higher than the current discount rate: Description 1% Decrease in Discount Rate Current Discount Rate 1% Increase in Discount Rate OPEB Plan Discount Rate 4.00% 5.00% 6.00% Total OPEB Liability $20,078,360 $18,260,466 $16,659,610 OPEB Liability Healthcare Trend Rate Sensitivity The following presents the Sheriffs total OPEB liabi lity, as well as what the Sheriffs total OPEB liability would be if it were calculated using a healthcare trend rate one percentage point lower or one percentage point higher than the current healthcare trend rate: 25694/007/01369090.DOCv5 A-25 Description 1% Decrease in Healthcare Cost Trend Rate Healthcare Cost Trend Rate 1% Increase in Healthcare Cost Trend Rate OPEB Plan Discount Rate 6.00% 7.00% 86.00% Total OPEB Liability $16,554,047 $18,260,466 $20,226,456 Deferred Outflows and Inflows of Resources Related to OPEB For the year ended September 30, 2017, the Sheriffs OPEB expense was $910,434. In addition, the Sheriff reported deferred outflows of resources from the following sources: Description Deferred Outflows of Resources Deferred Inflows of Resources Differences Between Expected and Actual Economic Experience $83,607 $- Amounts reported as deferred outflows of resources related to OPEB will be amortized over 7.36 years and will be recognized as follows: Year Ending September 30 Amount 2018 $11,360 2019 11,360 2020 11,360 2021 11,360 Thereafter 38,167 Actuarial Methods and Assumptions Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future. Exam ples include assumptions about future employment, mortality and the healthcare cost trend. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. Calculations for financial reporting purposes are based on the benefits provided under terms of the plan as understood by the employer and the plan members in effect at the time of each valuation and on the pattern of sharing of costs between the employer and plan members to that point. The projection of benefits for financial reporting purposes does not explicitly incorporate the potential effects of legal or contractual funding limitations on the pattern of cost sharing between the employer and plan members in the future. Actuarial calculations reflect a long-term perspective. Consistent with that perspective, actuarial methods and assumptions used include techniques that are designed to reduce the effects of short-term volatility in actuarial accrued liabilities and the actuarial value of assets. 25694/007/01369090.DOCv5 A-26 The actuarial methods are: Actuarial cost method Entry Age Actuarial The actuarial assumptions are: Discount rate Healthcare cost trend rate Salary increase New employees 2.75% (Based on the 20 year AA municipal bond rate) 7% decreasing to 5% in 2021 and thereafter None None Mortality rates were based on the RP-2015 Mortality Fully Generational tables using Projection Scale MP-2016. Since the most recent GASB 45 valuation, the following changes have been made: Since the most recent GASB 45 valuation, the following changes have been made:  The actuarial cost method changed from using the Unit Credit Actuarial cost method to the Entry Age Actuarial cost method.  The discount rate was changed from 3% to 2.75%.  The mortality assumption has been updated from RP-2014 Mortality Fully Generational using Projection Scale MP-2015 to RP 2015 Mortality Fully Generational using Projecti on Scale MP-2016. 25694/007/01369090.DOCv5 APPENDIX B COLLIER COUNTY COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR FISCAL YEAR ENDED SEPTEMBER 30, 2017 25694/007/01369090.DOCv5 APPENDIX C COMPOSITE OF THE RESOLUTION 25694/007/01369090.DOCv5 APPENDIX D FORM OF BOND COUNSEL OPINION 25694/007/01369090.DOCv5 APPENDIX E FORM OF CONTINUING DISCLOSURE CERTIFICATE 25694/007/01373010.DOCv2 1 CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by Collier County, Florida (the "Issuer") in connection with the issuance of its $_________ Tourist Development Tax Revenue Bonds, Series 2018 (the "Bonds"). The Bonds are being issued pursuant to Ordinance No. 92-60 duly enacted by the Board of County Commissioners of the Issuer (the "Board") on August 18, 1992, as amended and supplemented from time to time, particularly as am ended by an Ordinance enacted by the Board on July 11, 2017 (the "Tourist Development Tax Ordinance"), and other applicable provisions of law (collectively, the "Act"), Resolution No. 2017-141 adopted by the Board on July 11, 2017, as amended and supplemented from time to time, and as particularly amended and supplemented by Resolution No. 2018-___ adopted by the Board on _______________________, 2018 (collectively, the "Resolution"). SECTION 1. PURPOSE OF THE DISCLOSURE CERTIFICATE. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the holders and Beneficial Owners (defined below) of the Bonds and in order to assist the Participating Underwriter s in complying with the continuing disclosure requirements of the Rule (defined below). SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Resolution which apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined herein, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which (a) has the power, directly or in directly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Dissemination Agent" shall mean the Issuer, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "EMMA" shall mean the Electronic Municipal Market Access web portal of the MSRB, located at http://www.emma.msrb.org. "Event of Bankruptcy" shall be considered to have occurred when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person. "Listed Events" shall mean any of the events listed in Sec tion 5(a) of this Disclosure Certificate. 11.A.6 Packet Pg. 246 Attachment: EXHIBIT C - Form of Continuing Disclosure Certificate (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 25694/007/01373010.DOCv2 2 "MSRB" shall mean the Municipal Securities Rulemaking Board. "Obligated Person" shall mean any person, including the Issuer, who is either generally or through an enterprise, fund, or account of such person commi tted by contract or other arrangement to support payment of all, or part of the obligations on the Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity or credit facilities). "Participating Underwriters" shall mean the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Repository" shall mean each entity authorized and approved by the Securities and Exchange Commission from time to time to act as a repository for purposes of complying with the Rule. As of the date hereof, the Repository recognized by the Securities and Exchange Commission for such purpose is the MSRB, which currently accepts continuing disclosure submissions through EMMA. "Rule" shall mean the continuing disclosure requirements of Rule 15c2 -12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State" shall mean the State of Florida. SECTION 3. PROVISION OF ANNUAL REPORTS. (a) The Issuer shall, or shall cause the Dissemination Agent to, not later than each April 30th, commencing April 30, 201 9 with respect to the report for the 2018 fiscal year, provide to any Repository in the electronic format as required and deemed acceptable by such Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date provided, further, in such event unaudited financial statements are required to be delivered as part of the Annual Report in accordance with Section 4(a) below. If the Is suer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5. (b) If on the fifteenth (15th) day prior to the annual filing date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Issuer by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual Report pursuant to Section 3(a). Upon such reminder, the Issuer shall either (i) provi de the Dissemination Agent with an electronic copy of the Annual Report no later than two (2) business days prior to the annual filing date, or (ii) instruct the Dissemination Agent in writing that the Issuer will not be able to file the Annual Report within the time required under this Agreement, state the date by which the Annual Report for such year will be provided and instruct the Dissemination Agent that a failure to file has occurred and to immediately send a notice to the Repository in substantially the form attached as Exhibit A, accompanied by a cover sheet completed by the Dissemination Agent in the form set forth in Exhibit B. 11.A.6 Packet Pg. 247 Attachment: EXHIBIT C - Form of Continuing Disclosure Certificate (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 25694/007/01373010.DOCv2 3 (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of any Repository; (ii) if the Dissemination Agent is other than the Issuer, file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing any Repository to which it was provided; and (iii) if the Dissemination Agent has not received an Annual Report by 6:00 p.m. Eastern time on the annual filing date (or, if such annual filing date falls on a Saturday, Sunday or holiday, then the first business day thereafter) for the Annual Report, a failure to file shall have occurred and the Issuer irrevocably directs the Dissemination Agent to immediately send a notice to the Repository in substantially the form attached as Exhibit A without reference to the anticipated filing date for the Annual Report, accompanied by a cover sheet completed by the Dissemination Agent in the form set forth in Exhibit B. SECTION 4. CONTENT OF ANNUAL REPORTS. The Issuer's Annual Report shall contain or include by reference the following: (a) the audited financial statements of the Issuer for the prior fiscal year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Issuer's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement dated ________________, 2018 (the "Official Statement"), and the audited financial statements shall be filed in the same manner as the Annual Report when they become available; and (b) updates of the historical financial and operating data set forth in the Official Statement, including, but not limited to, information under the caption "Historical Tourist Development Tax Revenues and Pro Forma Debt Service Coverage." The information provided under Section 4(b) may be included by specific reference to documents, including official statements of debt issues of the Issuer or related public entities, which are available to the public on the Repository's Internet Web site or filed with the Securities and Exchange Commission. The Issuer reserves the right to modify from time to time the specific types of information provided in its Annual Report or the format of the presentation of such information, to the extent necessary or appropriate in the judgment of the Issuer; provided that the Issuer agrees that any such modification will be done in a manner consistent with the Rule. SECTION 5. REPORTING OF SIGNIFICANT EVENTS. (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds. Such notice shall 11.A.6 Packet Pg. 248 Attachment: EXHIBIT C - Form of Continuing Disclosure Certificate (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 25694/007/01373010.DOCv2 4 be given in a timely manner not in excess of ten (10) business days after the occurrence of the ev ent, with the exception of the event described in number 15 below, which notice shall be given in a timely manner: 1. principal and interest payment delinquencies; 2. non-payment related defaults, if material; 3. unscheduled draws on debt service reserves reflecting financial difficulties; 4. unscheduled draws on credit enhancements reflecting financial difficulties; 5. substitution of credit or liquidity providers, or their failure to perform; 6. adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; 7. modifications to rights of the holders of the Bonds, if material; 8. Bond calls, if material, and tender offers; 9. defeasances; 10. release, substitution, or sale of property securing repayment of the Bonds, if material; 11. ratings changes; 12. an Event of Bankruptcy or similar event of an Obligated Person; 13. the consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuan t to its terms, if material; 14. appointment of a successor or additional trustee or the change of name of a trustee, if material; and 15. notice of any failure on the part of the Issuer to meet the requirements of Section 3 hereof. (b) The notice required to be given in paragraph 5(a) above shall be filed with any Repository, in electronic format as prescribed by such Repository. 11.A.6 Packet Pg. 249 Attachment: EXHIBIT C - Form of Continuing Disclosure Certificate (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 25694/007/01373010.DOCv2 5 SECTION 6. IDENTIFYING INFORMATION. In accordance with the Rule, all disclosure filings submitted pursuant to this Disclosure Certificate to any Repository must be accompanied by identifying information as prescribed by the Repository. Such information may include, but not be limited to: (a) the category of information being provided; (b) the period covered by any annual financial information, financial statement or other financial information or operation data; (c) the issues or specific securities to which such documents are related (including CUSIPs, issuer name, state, issue description/securities name, dated date, maturity date, and/or coupon rate); (d) the name of any Obligated Person other than the Issuer; (e) the name and date of the document being submitted; and (f) contact information for the submitter. SECTION 7. TERMINATION OF REPORTING OBLIGATION. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payme nt in full of all of the Bonds, so long as there is no remaining liability of the Issuer, or if the Rule is repealed or no longer in effect. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5. SECTION 8. DISSEMINATION AGENT. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be Digital Assurance Certification, L.L.C. SECTION 9. AMENDMENT; WAIVER. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the Issuer, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the holders or Beneficial Owners of the Bonds in the same manner as provided in the Resolution for amendments to the Resolution with the consent of holders or Beneficial Owners, or (ii) does not, in t he opinion of nationally recognized bond counsel, materially impair the interests of the holders or Beneficial Owners of the Bonds. 11.A.6 Packet Pg. 250 Attachment: EXHIBIT C - Form of Continuing Disclosure Certificate (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 25694/007/01373010.DOCv2 6 Notwithstanding the foregoing, the Issuer shall have the right to adopt amendments to this Disclosure Certificate necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issue r shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5, and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 10. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other informat ion, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 11. DEFAULT. The continuing disclosure obligations of the Issuer set forth herein constitute a contract with the holders of the Bonds. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking man damus or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate; provided, however, the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with the provisions of this Disclosure Certificate shall be an action to compel performance. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Resolution. SECTION 12. DUTIES, IMMUNITIES AND LIABILITIES OF DISSEMINATION AGENT. (a) The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate . The Dissemination Agent’s obligation to deliver the information at the times and with the contents described herein shall be limited to the extent the Issuer has provided such information to the Dissemination Agent as required by this Disclosure Certificate. The Dissemination Agent shall have no duty with respect to the content of any disclosures or notice made pursuant to the terms hereof. The Dissemination Agent shall have no duty or obligation to review or verify any Information or any other information, disclosures or notices provided to it by the Issuer and shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Holders of the Bonds or any other party. The Dissemination Agent shall have no responsibility for the Issuer’s failure to report to the Dissemination Agent a Notice Event or a duty to determine the materiality thereof. The Dissemination Agent shall have no duty to determine, or liability for failing to determine, whether the Issuer has complied with this Disclosure Certificate. The Dissemination Agent may conclusively rely upon Certifications of the Issuer at all times. 11.A.6 Packet Pg. 251 Attachment: EXHIBIT C - Form of Continuing Disclosure Certificate (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 25694/007/01373010.DOCv2 7 The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and defeasance, redemption or payment of the Bonds. (b) The Dissemination Agent may, from time to time, consult with legal counsel (either in - house or external) of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its respective duties hereunder, and shall not incur any liability and shall be fully protected in actin g in good faith upon the advice of such legal counsel. The reasonable fees and expenses of such counsel shall be payable by the Issuer. (c) All documents, reports, notices, statements, information and other materials provided to the MSRB under this Agreement shall be provided in an electronic format and accompanied by identifying information as prescribed by the MSRB. [Remainder of page intentionally left blank] 11.A.6 Packet Pg. 252 Attachment: EXHIBIT C - Form of Continuing Disclosure Certificate (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 25694/007/01373010.DOCv2 8 SECTION 13. BENEFICIARIES. This Disclosure Certificate shall inure solely to t he benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Dated as of _______________________, 2018 COLLIER COUNTY, FLORIDA By: Chairman Approved as to Form and Legal Sufficiency: By: County Attorney ACKNOWLEDGED BY: DIGITAL ASSURANCE CERTIFICATION L.L.C., as Dissemination Agent By: Name: Title: 11.A.6 Packet Pg. 253 Attachment: EXHIBIT C - Form of Continuing Disclosure Certificate (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 25694/007/01373010.DOCv2 A-1 EXHIBIT A NOTICE TO REPOSITORY OF FAILURE TO FILE ANNUAL REPORT Issuer: Obligated Person: Name(s) of Bond Issue(s): Date(s) of Issuance: Date(s) of Disclosure Agreement: CUSIP Number: NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Certificate between the Issuer and Digital Assurance Certification, L.L.C., as Dissemination Agent. [The Issuer has notified the Dissemination Agent that it anticipates that the Annual Report will be filed by______________]. Dated:_____________________________ Digital Assurance Certification, L.L.C., as Dissemination Agent, on behalf of the Issuer __________________________________________ cc: 11.A.6 Packet Pg. 254 Attachment: EXHIBIT C - Form of Continuing Disclosure Certificate (6545 : Collier County Tourist Development Tax Revenue Bonds, Series 25694/007/01373010.DOCv2 B-1 EXHIBIT B EVENT NOTICE COVER SHEET This cover sheet and accompanying "event notice" will be sent to the MSRB, pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5)(i)(C) and (D). Issuer’s and/or Other Obligated Person’s Name: ____________________________________________________________________________________________ Issuer’s Six-Digit CUSIP Number: ____________________________________________________________________________________________ ____________________________________________________________________________________________ or Nine-Digit CUSIP Number(s) of the bonds to which this event notice relates: ____________________________________________________________________________________________ Number of pages attached: _____ ____ Description of Notice Events (Check One): 1. "Principal and interest payment delinquencies;" 2. "Non-Payment related defaults, if material;" 3. "Unscheduled draws on debt service reserves reflecting financial difficulties;" 4. "Unscheduled draws on credit enhancements reflecting financial difficulties;" 5. "Substitution of credit or liquidity providers, or their failure to perform;" 6. "Adverse tax opinions, IRS notices or events affecting the tax status of the security;" 7. "Modifications to rights of securities holders, if material;" 8. "Bond calls, if material;" 9. "Defeasances;" 10. "Release, substitution, or sale of property securing repayment of the securities, if material;" 11. "Rating changes;" 12. "Tender offers;" 13. "Bankruptcy, insolvency, receivership or similar event of the obligated person;" 14. "Merger, consolidation, or acquisition of the obligated person, if material;" and 15. "Appointment of a successor or additional trustee, or the change of name of a trustee, if material." ____ Failure to provide annual financial information as required. I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly: Signature: ____________________________________________________________________________________________ Name: ____________________________________ Title: ____________________________________________ Digital Assurance Certification, L.L.C. 315 E. Robinson Street, Suite 300 Orlando, FL 32801 407-515-1100 Date: 11.A.6 Packet Pg. 255 Attachment: EXHIBIT C - Form of Continuing Disclosure Certificate (6545 : Collier County Tourist Development Tax Revenue Bonds, Series